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Directors Report of Associated Alcohols & Breweries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 26th Annual Report together with the Audited Accounts and Auditor's Report of the Company for the year ended on 31st March 2015.

FINANCIAL RESULTS ( Rs. in Lakhs)

PARTICULARS 2014-2015 2013-2014

Sales & Other Income 30,014.28 21,833.42

Profit/(Loss) before Interest, Depreciation & Tax 3,506.65 2,339.07

Less : Interest 653.63 702.04

Profit before Depriciation 2,853.02 1,637.03

Less : Depriciation 1,010.01 657.90

Profit / (Loss) Before Tax 1,843.01 979.13

Less : Provision of Taxation 609.36 394.67

Net Profit / (Loss) 1,233.64 584.46

APPROPRIATIONS

General Reserve 100.00 50.00 Proposed Dividend 45.20 -- Tax on Dividend 9.20 --

Amount carried to next year 4109.41 3030.17

RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs. 29848.68 lakhs in the current year against Rs. 21317.23 lakhs in the previous year.

Operating Profit (EBIDTA) for the year stood at Rs. 3506.65 lakhs, an increase of 49.91% from Rs. 2339.07 lakhs in comparison to 2013-14. Your Directors consider overall performance of the Company is satisfactory.

MODERNISATION AND EXPANSION

The expansion cum modernization project of the distillery unit undertaken by the Company have improved the operation of the company. Further, the company has chalked out ambitious plan for SAP ERP implementation, which is under implementation and going to generate result in coming years.

DIVIDEND

Your directors have pleasure in recommending Dividend of 5% for approval of members on 9039600 Equity Shares of Rs. 10 each (Dividend per Share Rs. 0.50) for the year at the ensuing Annual General Meeting (Previous year Nil)

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, 2013 the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2015 and of its profit for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

e) The directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and was operating effectively.

f) The director had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

COMPOSITION OF BOARD:

In pursuance of requirement of a women director in the Board as per Companies Act, 2013 Mrs. Dishita Tibrewal was appointed as Additional Director on 27th March 2015 and going to vacate office at ensuring annual general meeting. Being eligible offer herself for appointment as director of the company. Necessary consent along with requisition and earnest money deposit has been received by the company. Mr. Ashish Gadia, director of the company retires by rotation and offers himself for re-appointment.

The Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Social Corporate Responsibility Committee.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors under sub section (7) of Section 149 of the Companies Act. 2013.

MEETINGS

During the year Twenty Two Board Meetings, Four Audit Committee, Five Stakeholder Relationship Committee, One Nomination & Remuneration Committee and One CSR Committee Meeting were convened and held.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and stipulated under clause 49 of listing agreement the board of directors adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual directors.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "corporate social responsibility” (CSR), the company has constituted Corporate Social Responsibility Committee. The CSR Committee has framed the CSR policy of the company. As the Committee was unable to get user / activities identified, hence the company has not spent any amount for cSr activities during the year.

Annual Report on CSR activities is annexed herewith as: "Annexure A”

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 of the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary caurse of business.

RISK MANAGEMENT & ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company's system of finacial and compliance control with reference to the financial statements and risk management is embedded in the business process by which the company pursues its objectives.

Management is responsible for establishing and maintaining adequate disclosures controls and procedures and adequate internal controls over financial reporting with respect to financial statement besides its effectiveness in the context of applicable regulations.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

AUDITORS' REPORT

As regards remarks of the Auditors in respect of non-transfer of the amount required to be transferred to Investor Education and Protection Fund during the year, the same was delayed due to delay in receipt of reconciliation thereof, which is being transferred during the financial year 2015-16.

Further, as regard the comment of the Auditors about strengthening of internal control system, the management is in process of implementation of SAP ERP system and taking other corrective measures to get the same improved.

As regard the comment of the Auditors in respect of certain delay in payment of service tax and entry tax, the same was arose due to difference of opinion about applicability thereof. However, the company has taken appropriate steps about correction of the same.

AUDITORS

M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

SECRETARIAL AUDIT

As required under section 204(1) of the companies Act, 2013 and the Companies (Appointment and Remuneration of management Personnel) Rules, 2014 the Company has appointed M/s K. Arun & Co. (Company Secretaries) Kolkata - 700017, Secretarial Auditor of the company. Secretarial Audit report is annexed herewith as "Annexure B”

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as "Annexure C”

SUBSIDIARY COMPANY:

The Statement containing silent features of the financial of the subsidiary Company M/s Vedant Energy Ltd. Is attached hereto in form AOC -1 pursuant to the provisions of section 129(3) of the Act read with Companies (Accounts) Rule, 2014. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report includes Consolidated Financial Statements for the financial year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure - D and forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

GENERAL

Your Directors state that no disclosure of reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a) Issue of equity shares with differential rights as to divided, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration of commission from its subsidiary.

d) No significant of material orders were passed by the Regulators of Courts or Tribunals which impact the going concern status and Company's operations in future.

PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

The information required pursuant to Section 197 Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employee of the company, will be provided upon request. In terms of section 136 of the Act, the report and accounts are being sent to the members and others entitle thereto, excluding the information the information on employees' particulars which is availing for inspection by members at the registered office of the Company during business hour on working days of the company up to the date of ensuing General meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

I. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of each Key managerial Personnel (KMP) against the performance of the Company are as under:

Remuneration % increase in Sr. Name of Director/KMP of Director/ Remuneration No. and Designation KMP for in the Financial Financial year year 2014-15 2014-15

1 Mr. Ashish Gadia Whole Time Director 3.57 12.43%

2 Mr. Manish Tibrewal NIL NIL

Non Executive Director

3 Mr. Ntin NIL NIL Non Executive Director

4 Mrs. Dishita Tibrewal NIL NIL Non Executive Director

5 Mr. Tushar Bhandari Chief Financial officer 5.91 NL

6 Mr. Deepak pandey 3.00 33.33% Company Secretary

Sr. Name of Director/KMP Ratio of Comparison of the No. and Designation remuneration Remuneration of the of each Director/ KMP against the to median performance of remuneration of the Company employees

1 Mr. Ashish Gadia 2.78 Profit before Tax Whole Time Director increased by 88.23% and Profit After Tax increased by 2 Mr. Manish Tibrewal NA 111.07% for the Financial Year Non Executive Director NA 2014-15

3 Mr. Ntin Non Executive Director NA

4 Mrs. Dishita Tibrewal NA Non Executive Director

5 Mr. Tushar Bhandari NA Chief Financial officer

6 Mr. Deepak pandey Company Secretary NA

II. There were 304 permanent employees on the roll of the company as on 31st March, 2015

III. Median Remuneration of the employee of the Company during the financial year was Rs. 1.28 Lakh

IV. Comparison of remuneration of the Key managerial personnel (s) against the performance of the Company The total remuneration of KMP increased by 33.32% from Rs. 9.36 Lakh in 2013-14 to Rs. 12.48 Lakh in 2014-15 whereas the profit increased by 111.07% (from Rs. 584.46 lakhs in financial year 2013-14 to Rs. 1233.64 Lakhs in financial year 2014-15)

V. Variation in the market capitalisation of the company: The market capitalisation as on 31st March, 2015 Rs.93.29 Crore ( Rs. 16.77 Crore was as on 31st March, 2014).

VI. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year 2014-15 was 8.5%.

VII. Ratio of the remuneration of the highest paid director to that of employees who are not director but receive remuneration in excess of the highest paid director during the year 1:88.

VIII. The parameters for the variable component of remuneration availed by the directors are considered by the board of directors base on the recommendation of Nomination and Remuneration Committee as per the Remuneration Policy of the Directors, Key managerial personnel and other employees.

IX. It is herby affirm that the remuneration paid is as per the Remuneration Policy for the Directors, key managerial Personnel and other employees.

STAEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 EMPLOYED THROUGHOUT THE FINANCAL YEAR 2014-15.

Name Age Qualification Designation Date of Commencement of the employment Experience (Years) Gross Remuneration Previous Employment Previous Designation

Shri Anand Kumar Kedia, 50, M Com. Chairman - Business Promotion & Development, 01/04/1999, 25 years, Rs. 312.89 Lakh, Shri Prasann Kumar Kedia, 43, MBA, Vice Chairman - Operation & Business Development, 01/04/1994,21 years, Rs. 310.48 Lakh.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

Ashish Gadia Nitin Tibrewal Place: Indore Director Director Dated: 30th May, 2015 DIN -00736991 DIN - 01892892






Mar 31, 2014

To the Members,

The Directors have pleasure in presenting their 25th Annual Report together with the Audited Accounts and Auditor''s Report of the Company for the year ended on 31st March 2014.

FINANCIAL RESULTS ( Rs InLacs ) PARTICULARS 2013-2014 2012-2013

Sales & Other Income 21833.43 15989.72

Profit/(Loss) before Depreciation & Tax 1637.03 1045.37

Profit/(Loss) before Tax 979.13 550.57

Tax Expense: 1) Current Tax 204.04 115.11

2) Deferred Taxation 161.99 102.74

Profit after tax 613.10 332.72

Tax for Prior Period 28.64 1.74

Profit for the year 584.46 330.98

Add:Balance brought forward from previous Year 2495.71 2214.73

Profit available for appropriation 3080.17 2545.71

APPROPRIATIONS

General Reserve 50.00 50.00

Amount carried to next year 3030.17 2495.71

RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs. 21317.23 lacs in the current year against Rs.15715.97 lacs in the previous year. Operating Profit (EBIDTA) for the year stood at Rs. 233.91 million, an increase of 62 % from Rs.144.96 million in comparison to 2012-13. In view of the present scenario of the Industry, your Directors consider overall performance of the Company satisfactory.

MODERNISATION AND EXPANSION

The expansion cum modernization project of the distillery unit undertaken by the Company have already been completed.

COMPOSITION OF BOARD:

Consequent to Companies Act, 2013 applicability. It is proposed to Induct Mr. Nitin Tibrewal as an Independent Director not liable to retire by rotation subject to approval of members in the general meeting in pursuance to the provisions of Companies Act,2013 and Listing Agreement. Mr. Manish Tibrewal, director of the company retires by rotation and offers himself for re-appointment. Shri Ashish Gadia is reappointed as Whole-time director for another term of Five years subject to approval of the shareholders and compliance of provisions of the companies as applicable.

The Board provides leadership, strategic guidance, objective and independent view to the Company''s management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Share Transfer & Shareholders Grievance Committee and Remuneration Committee.

DIVIDEND

In order to meet the long term funds requirement for growth of the business of your Company, your directors consider it necessary to conserve the resources of the Company and as such, have decided not to recommend dividend for the year.

AUDITORS'' REPORT

The Auditors'' Report to the shareholdes does not requires any explanation or comments as such.

AUDITORS

M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act 1956.

SUBSIDIARY COMPANY:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

The Financial Statements for the year ended March 31,2014 of Vedant Energy Pvt. Ltd., subsidiary of your company, is consolidated in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report includes Consolidated Financial Statements for the financial year 2013-14.

In pursuance of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, your Directors have opted to avail the general exemption granted under Section 212 (8) of the Companies Act 1956 from attaching individual balance sheet, statement of profit & loss and reports of the Board of Directors and Auditors of the subsidiaries along with the holding company''s balance sheet.

In view of the above, your directors have presented the stand-alone financial statements of the Company; and consolidated financial statements comprising financials of the Company and its subsidiary, Vedant Energy Private Ltd., as part of this Annual Report.

Individual balance sheet, statement of profit & loss, report of Board of Directors and report of Auditors of the subsidiary is open for inspection by the shareholders at the registered office of the Company and its subsidiary''s respectively, copies of which may be furnished, if desired by any shareholder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO Information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure -II and forms part of this report.

FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 58A of the Companies Act, 1956 in terms of Rule 4A of Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

a) As required under section 217(2AA) of the Companies Act 1956 your Directors confirm that:

b) In the preparation of the annual accounts, the applicable accounting standards have been followed.

c) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2014 and of its profit for the year ended on that date.

d) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

e) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 of the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

There has been no employee drawing remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

ASHISH GADIA NITIN TIBREWAL Place: Indore DIRECTOR DIRECTOR Dated: 30th July, 2014 DIN -00736991 DIN - 01892892


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their 24th Annual Report together with the Audited Accounts and Auditor''s Report of the Company for the year ended on 31 st March 2013.

FINANCIAL RESULTS (Rs. In Lacs)

PARTICULARS 2012-2013 2011-2012

Sales & Other Income 15989.72 14015.80

Profit/(Loss) before Depreciation & Tax 1045.37 734.58

Profit/(Loss) before Tax 550.57 342.93

Tax Expense: 1) Current Tax 115.11 80.00

2) Deferred Taxation 102.74 3.52

Profit after Tax 332.72 259.41

Tax for Prior Period 1.74 0.83

Profit for the year 330.98 258.58

Add: Balance brought forward from previous Year 2214.74 2006.16

Profit available for appropriation 2545.72 2264.74

APPROPRIATIONS

General Reserve 50.00 50.00

Amount carried to next year 2495.72 2214.74



RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs.15989.72 lacs in the current year against Rs. 14015.80 lacs in the previous year.

Operating Profit (EBIDTA) for the year stood at Rs. 1449.58 Lacs, an increase of 30.80% from Rs. 1108.23 Lacs in comparison to 2011-12. In view of the present scenario of the Industry, your Directors consider overall performance of the Company satisfactory.

MODERNISATION AND EXPANSION

The expansion cum modernization project of the distillery unit undertaken by the Company is on the verge of completion

DIVIDEND

In order to meet the long term funds requirement for growth of the business of your Company, your directors consider it necessary to conserve the resources of the Company and as such, have decided not to recommend dividend for the year.

DIRECTORS

During the financial year Shri Ranjan Tibrewal were appointed as an additional Director of the Company.

Shri Nitin Tibrewal, Director retire by rotation and being eligible, offer himself for reappointment. The Board of Directors recommends his re-appointment as Director.

AUDITORS'' REPORT

With regard to remarks of the Auditors in Para (ii) (c), (iv) and (vii), your Directors have already taken steps to ensure regularities and/or appropriate compliances in respect of the same

AUDITORS

M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1B)of the Companies Act 1956.

COST AUDITORS

During the financial year under review the Company was required to submit a Cost Compliance Report from practicing Cost Accountants to the Central Government as per Companies (Cost Accounting Records) Rules, 2011.

M/s. M P Turakhia & Associates, Cost Accountants, have been appointed subject to approval of Central Govt, as the Cost Auditors of the Company for the current financial year by the Board upon the recommendation of the Audit Committee.

SUBSIDIARY COMPANY:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

The Financial Statements for the year ended March 31,2013 of Vedant Energy Pvt. Ltd., subsidiary of your company, is consolidated in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report includes Consolidated Financial Statements for the financial year 2012-13.

In pursuance of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, your Directors have opted to avail the general exemption granted under Section 212(8) of the Act from attaching individual balance sheet, statement of profit & loss and reports of the Board of Directors and Auditors of the subsidiaries along with the holding company''s balance sheet.

In view of the above, your directors have presented the stand-alone financial statements of the Company; and consolidated financial statements comprising financials of the Company, its subsidiary, Vedant Energy Private Ltd., as part of this Annual Report.

Individual balance sheet, statement of profit & loss, report of Board of Directors and report of Auditors of the subsidiary is open for inspection by the shareholders at the registered office of the Company and its subsidiary''s respectively, copies of which may be furnished, if desired by any shareholder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure -II and forms part of this report.

FIXED DEPOSITS

During the year your company has not accepted any depositfrom public under Section 58Aof the Companies Act, 1956 in terms of Rule 4Aof Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2013 and of its profit for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 of the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

There has been no employee drawing remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.



FOR AND ON BEHALF OF THE BOARD ASHISHGADIA NITIN TIBREWAL

Place: Indore WHOLETIME DIRECTOR DIRECTOR

Dated: 20th July, 2013


Mar 31, 2012

The Directors have pleasure in presenting their 23rd Annual Report together with the Audited Accounts and Auditor's Report of the Company for the year ended on 31 st March 2012.

FINANCIAL RESULTS (Rupees In Lacs)

PARTICULARS 2011-2012 2010-2011

Sales & Other Income 14015.80 9211.79

Profit/(Loss) before Depreciation & Tax 733.70 492.44

Profit/(Loss) before Tax 342.05 317.01

Provision for- 1. Current Tax 79.17 76.96

2. Deferred Taxation 3.52 (5.78)

Profit for the year 259.70 245.84

Add: Balance brought forward from previous Year 2006.15 1810.31

Profit available for appropriation 2265.51 2056.15

APPROPRIATIONS

General Reserve 50.00 50.00

Amount carried to next year 2215.51 2006.15

RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs. 14015.80 lacs in the current year against Rs. 9211.70 lacs in the previous year.

Operating Profit (EBIDTA) for the year stood at Rs 1107.30 lacs, an increase of 48.99 % frorfi Rs. 743.20 lacs in comparison to 2010-11. In view of the present scenario of the Industry, your Directors consider overall performance of the Company satisfactory.

MODERNISATION AND EXPANSION

During the year company has gone ahead for backward integration by setting up PET bottle manufacturing unit at the adjacent to it's distillery complex. The company has chalked out an ambitious plan for expansion cum modernization of the distillery unit.

DIVIDEND

In order to meet the long term funds requirement for growth of the business of your Company, your directors consider it necessary to conserve the resources of the Company and as such, have decided not to recommend dividend for the year.

DIRECTORS

Shri Manish Tibrewal, Director retire by rotation and being eligible, offer himself for reappointment. The Board of Directors recommends his re-appointment as Director.

AUDITORS

M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure -II and forms part of this report.

FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 58A of the Companies Act, 1956 in terms of Rule 4Aof Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2012 and of its profit for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 of the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

There has been no employee drawing remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

ASHISH GADIA NITIN TIBREWAL

Place: Indore DIRECTOR DIRECTOR

Dated: 21st August, 2012


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting their 22nd Annual Report together with the Audited Accounts and Auditor's Report of the Company for the year ended on 31st March 2011.

FINANCIAL RESULTS (Rupees In Lacs)

PARTICULARS 2010-2011 2009-2010

Sales & Other Income 9211.79 11000.84

Profit/(Loss) before Depreciation & Tax 493.07 481.82

Profit/(Loss) before Tax 317.64 183.66

Provision for- Current Tax (68.49) (31.94)

Deferred Taxation 5.78 (32.18)

Tax for Earlier Year (9.09) NIL

Profit for the year 245.84 119.54

Add: Balance brought forward from previous Year 1810.31 1740.77

Profit available for appropriation 2056.15 1860.31

APPROPRIATIONS

General Reserve 50.00 50.00

Amount carried to next year 2006.15 1810.31

RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs. 921.17 million in the current year against Rs. 1100.08 million in the previous year.

Operating Profit (EBIDTA) for the year stood at Rs 74.32 million, an increase of 0.42 % from Rs. 74.01 million in comparison to 2009-10. In view of the present scenario of the Industry, your Directors consider overall performance of the Company satisfactory.

MODERNISATION OF DISTILLERY UNIT

The modernization programme of the Distillery Unit undertaken by the Company is almost completed.

DIVIDEND

In order to meet the long term funds requirement for growth of the business of your Company, your directors consider it necessary to conserve the resources of the Company and as such, have decided not to recommend dividend for the year.

DIRECTORS

During the Financial Year Shri Nitin Tibrewal was appointed as an additional Director of the Company with effect from 28th January, 2011.

Shri Santosh Kumar Kedia, Shri Harshan Kumar Bhandari, Shri Surendra Khetawat, and Shri Ranjan Tibrewal have resigned from the Directorship of the Company due to their personal reasons with effect from 5th Day of February, 2011. Your Directors express their sincere appreciation for valued services rendered by all the above persons during their respective tenures.

Shri Ashish Gadia, Director retire by rotation and being eligible, offer himself for reappointment. The Board of Directors recommends their re-appointment as Director.

AUDITOR'S REPORT

With regard to remarks of the Auditors in Para (i) (a), (ii) (b), (ii) (c), (iv), (vii), (ix)(a) your Directors have already taken steps to ensure regularities and/or appropriate compliances in respect of the same

AUDITORS

M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure -II and forms part of this report.

FIXED DEPOSITS

During the year your company has not accepted any public deposits under Section 58A of the Companies Act, 1956 in terms of Rule 4Aof Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2011 and of its profit for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

There has been no employee drawing remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

ASHISH GADIA NITIN TIBREWAL DIRECTOR DIRECTOR

Place: Indore Dated: 29th, August, 2011


Mar 31, 2010

The Directors have pleasure in presenting their 21st Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS Rupees in Lacs

PARTICULARS 2009-2010 2008-2009

Sales & Other Income 11000.84 9891.14

Profit/(Loss) before Depreciation & Tax 481.82 527.40

Profit/(Loss) before Tax 183.66 246.85

Provision for Current Tax (31.94) (35.21)

Deferred Taxation (32.18) (94.83)

Profit for the year 119.54 116.81

Add: Balance brought forward from previous Year 1740.77 1673.96

Profit available for appropriation 1860.31 1790.77

APPROPRIATIONS

General Reserve 50.00 50.00

Amount carried to next year 1810.31 1740.77



DIVIDEND

In order to meet the long term funds requirement for growth of the business of your Company, your directors consider it necessary to conserve the resources of the Company and as such, have decided not to recommend dividend for the year.

OPERATIONS

The turnover of the Company during the year was at Rs. 110.00 Crores in comparison to Rs.98.91 Crores in the previous year. The operation profit for the year was Rs. 4.81 Crores in comparison to Rs.5.27 Crores in the previous year. In view of the present scenario of the Industry, your Directors consider overall performance of the Company satisfactory.

MODERNISATION OF DISTILLERY UNIT

The Company has undertaken modernization programme in its Distillery Unit. The Project is in progress and expected to be completed shortly.

DIRECTORS

Shri Harshan Kumar Bhandari and Shri Manish Tibrewal, Directors retire by rotation and being eligible, offer themselves for reappointment.

G. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and that judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31sl March 2010 and of its profit for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

H. CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report thereon are included as part of the Annual Report.

I. AUDITORS REPORT

With regard to remarks of the Auditors in Para (i) (a), (ii) (b), (ii) (c), (iv), (vi), (vii), (ix)(a) your Directors have already taken steps to ensure regularities and/or appropriate compliances in respect of the same.

J. AUDITORS

The Auditors M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore retire at the forthcoming Annual General Meeting and are eligible for reappointment for the period from the conclusion of the ensuing Annual General Meeting to the conclusion of the next Annual General Meeting.

K. PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels. There has been no employee drawing remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

L. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure -II and forms part of this report.

ACKNOWLEDGEMENT

Your Directors are thankful to the Banks, Financial Institutions and other Government agencies for their assistance, as also to the suppliers and customers for their support to the Company. Your Directors also take this opportunity to express their sincere thanks to the shareholders for their continued faith in the Company.



FOR AND ON BEHALF OF THE BOARD

SANTOSH KUMAR KEDIA HARSHAN KUMAR BHANDARI

Director Director

Dated: 27th August, 2010

Place: Indore





 
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