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Directors Report of Bambino Agro Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the financial year ended 31 March 2015.

1. Financial summary or highlights/Performance of the Company :

(Rs. in lacs)

Particulars Year Ended Year ended

31.03.2015 30.09.2014

Sales & other Income 12592.03 26069.63

Profit/(Loss) before Depreciation, Financial Expenses, Tax & other Adjustments 1218.75 2283.45

Less : Financial Expenses 659.10 1147.91

Profit/(Loss) before Depreciation, 559.65 1135.54 Tax & other Adjustments

Less : Depreciation 126.32 349.73

Profit before Tax & other Adjustments 433.33 785.81

Extraordinary Items Provision for Tax :

Current Tax (222.26) (73.18)

Deferred Tax (44.45) (3.06)

Net Profit/Loss after Tax 166.62 709.57

Add : Profit brought forward 1779.54 1250.52

Opening balance of Retained Earnings 2.81 -

Profit available for appropriation 1948.97 1960.09

Less : Dividend 60.07 120.13

Less : Tax on proposed dividend 12.01 24.02

Less : Tax on dividend of 2013-2014 - 0.93

Transfer to General Reserve 8.33 35.48

Surplus carried forward to Balance Sheet 1868.56 1779.54

State of Company's affair

During the period under review, your company has earned revenue from operations and other income of Rs. 12592.03 lacs with a net profit of Rs. 166.62 lacs. The figures of current financial year are not comparable to the figures of last FY 2013-14, as your Company has considered to close its current accounting period for 6 months

i.e from 1 October 2014 to 31 March 2015 to align in accordance with the New Companies Act, 2013.

Research & Development

The prime focus of your company's R & D is to continuously strive to achieve innovative methods to develop new products, improve quality, composition and nutritive values of new and existing products. The focus is on value addition to existing products and launch new products by incorporating health-promoting and diseasepreventing ingredients derived from our traditional herbal medicinal repository, without compromising on the taste and flavor of these products.

Dividend

Your Directors are pleased to recommend a dividend of 7.5% for the period of 31st March 2015 and the said dividend, if approved, would absorb a sum of Rs. 60,06,635 plus dividend tax of Rs. 12,00,974. The Dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose name appears in the register of members as on the record date.

Reserves

Your Company proposes to transfer Rs. 8,33,097 to General Reserve for the financial year ended 31st March 2015

Number of Meetings of the Board of Directors

During the year ended 31 March 2015, two Board Meetings were held.

The dates on which the Board meetings were held are 13 November 2014 and 14 February 2015.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2015 and of Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31 March 2015 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in subsection®.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Mr. Nageswara Rao, Chairman, Dr.S. Venkataraman and Dr. Lalitha Ramakrishna Gowda as members.

Brief description of terms of reference:

* identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

* carry on the evaluation of every director's performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director;

* recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

* formulation of criteria for evaluation of Independent Directors and the Board;

* devising a policy on Board diversity; and

* any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objectives of the Policy

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - 1 to this Report.

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure -2 to this Report.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - 3 to this Report.

Risk Management Committee

Risk Management Committee consists of the following persons namely Mr. M Kishan Rao, Chairman and Managing Director, Mr. M Raghuveer and Mr M Subramanyam, Whole Time Directors'.

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board.The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company for the financial year 2014-15 yet the Company has been, over the years, pursuing as part of its corporate philosophy. The company has formulated a Corporate Social Responsibility policy and the same is available in the companies website.

Mechanism for Evaluation of Board

Evaluation of all Board members are done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

A) Criteria for evaluation of Board of Directors as a whole

i. Identifying, Defining and Extent of realising the corporate objectives

ii. Regular monitoring of plans and Corporate results against projections.

iii. Direct, monitor and evaluate Key managerial personnel, Senior officials.

iv. Review of company's ethical conduct.

v. The flow of information to board members and between board members;

vi. Identify, monitor and mitigate significant corporate risks

B) Criteria for evaluation of the Individual Directors

i. Leadership and stewardship abilities.

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Assess policies, structures and procedures.

iv. Review of strategic and operational plans and objectives.

v. Statutory compliance & Corporate governance;

vi. Attendance and contribution at Board/Committee meetings;

DIRECTORS

Mr. P Easwara Das(DIN No:02340662), a Non Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment

Details of Directors or Key Managerial Personnel Who Were Appointed or have resigned during the Year

Mr. Mansoor Yar Khan resigned from the Board as Independent Director on 13-Nov-2014. Dr. Lalitha Ramakrishna Gowda, S. Nageswara Rao and Dr. S. Venkatraman were appointed as Independent Directors on Board of the Company for a period of 5 years w.e.f 26-Dec-2014 as duly approved by the members. Ms Ritu Tiwary was appointed as Company Secretary of the Company w.e.f 18-Oct-2014. Mr M. Raghuveer, Whole Time Director and CFO has resigned as Chief Financial Officer of the Company w.e.f 27-May-2015.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

AUDITORS

STATUTORY AUDITORS

M/s.PRV Associates, (Firm Registration No.006447S),Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 26.12.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Chandrakanth Gorak, Practicing Company Secretary (CP No. 11346) to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 4'.

The Auditors Report and Secretarial Auditor Report do not contain any qualifications, reservations or adverse remarks.

Audit Committee

Audit Committee consists of the following Directors namely Mr. M Kishan Rao, Chairman and Managing Director,Mr. S Nageswara Rao,Dr S Venkataraman and Dr Lalitha Ramakrishna Gowda. Except Mr M Kishan Rao, all the other members of Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance.

Disclosure requirements

Policy in dealing with related party transaction, whistle blower policy, prevention of sexual harassment of women at workplace, corporate social responsibility policy including details of familiarization programme of Independent Directors are available on the company's website:www.bambinofood.com.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 5 to this Annual Report. There are no employees who are either employed for the whole/Part of the financial year are in receipt of remuneration exceeding Rs. 5 lacs per month or Rs. 60 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Internal Control Systems and their adequacy

The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions.

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31 March 2015 to the date of signing of the Director's Report.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31 March 2015,the Company has not received any Complaints pertaining to Sexual Harassment.

CEO'S DECLARATION

Pursuant to the provisions of Clause 49 of the Listing Agreement, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

Acknowledgement

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support.

For and on behalf of the Board of Directors of Bambino Agro Industries Limited

M. Kishan Rao Place: Secunderabad Chairman and Managing Director Date: 12 August 2015 DIN No.02425967


Sep 30, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 31st Annual Report of the company together with audited statement of accounts of the Company for the year ended 30th September 2014.

FINANCIAL RESULTS

The financial highlights of the company forthe year ended 30th September 2014 are as follows:

(Rs. in lacs)

Particulars Year Ended Year ended 30.09.2014 30.09.2013

Sales and other Income 26069.63 23560.81

Profit/ (Loss) before Depreciation, Financial Expenses, Tax and other 2283.45 2122.54

Adjustments

Less: Financial expenses 1147.91 1113.96

Profit/ (Loss) before Depreciation, Tax and other adjustments 1135.54 1008.58

Less: Depreciation 349.73 408.93

Profit before Tax and other adjustments 785.81 599.65

Extraordinary Item - 78.82

Provision for Tax:

Current Tax (73.18) (151.88)

Deferred Tax charge/credit (3.06) 10.07

Net Profit/Loss after Tax 709.57 379.02

Add Profit brought forward 1250.52 1030.07

Profit available for appropriation 1960.09 1409.09

Less: Dividend 120.13 120.13

Less: tax on proposed dividend 24.02 19.49

Less: tax on dividend of 2012-13 0.93 -

Transfer to General Reserve 35.48 18.95

Surplus carried forward to Balance Sheet 1779.54 1250.52

COMPANY PERFORMANCE AND BUSINESS OUTLOOK

During the period under review your Company earned revenue from operation and other income of Rs. 26069.63 lacs representing an increase of 10.65 % over the previous year. Your company has registered a net profit ofRs. 709.57 lacs as compared to previous year net profit ofRs. 379.02 lacs. The plant at Indore has already commenced its operation thereby improving the operational efficiency during the year.

Research & Development

Bambino''s R&D focus is on innovation of functional foods, i.e. food items with definitive health benefits by fortification with natural products containing quantified amounts of active substances, thus striving for "tasteful health". Our endeavor is to focus on the market demand and manufacture products based on it. The major Vy quantum of R&D activity during the last year was centered upon development and adaptation of various bitter taste masking technologies.

DIVIDEND

Your Directors are pleased to recommend a dividend of 15% for the period ended 30th September 2014 and the said Dividend if approved would absorb a sum of Rs. 1,20,13,269 plus dividend tax of Rs. 24,01,947. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose name appear in the register of members as on the record date.

DIRECTORS

Mr. P Easwara Das(DIN No:02340662 ), a Non Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

The Board at its meeting held on 13th November 2014 on recommendation of Nomination & Remuneration Committee and subject to the approval of the members at the ensuing Annual General Meeting had re- appointed MrM Subramanyam as whole time Director of the Company, for a period of 5 (five) years with effect from 1st October 2014, without remuneration and whose office is not liable to retire by rotation, as per the provisions of Sections 196 & 197 and rules made thereof and read with Schedule V of the Companies Act, 2013.

The Board of Directors at their meeting held on 13th November 2014 appointed Dr. Lalitha Ramakrishna Gowda (DIN: 06974406) as an Additional Director in accordance with Section 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and rules made thereof and in terms of the Articles of Association of the Company. Dr. Lalitha Ramakrishna Gowda is proposed to be appointed for a term upto 5 Years as a Non-Executive Independent Director from this Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in 2019, not liable to retire by rotation.

The Board of Directors of the Company has appointed Mr S Nageswara Rao (DIN:03278701), Director as Non-Executive Independent Director for a term upto 5 years as per the provisions of Section of 149 & 152 of the Companies Act, 2013 and rules made thereof from the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in 2019, not liable to retire by rotation.

The Board of Directors of the Company has appointed Dr.S.Venkataraman (DIN:03623630), Director as Non- Executive Independent Director for a term upto 5 years as per the provisions of Section of 149 & 152 of the Companies Act, 2013 and rules made thereof from the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in 2019, not liable to retire by rotation.

Mr Masoor Yar Khan (DIN:01953001), Non Executive Independent Director of the Company had resigned from the Board w.e.f 13th November, 2014 due to his personal reasons and other commitments. The Board placed on record the valuable contribution made by him, towards the progress of the company from the date of appointment until his resignation.

Mr. S. Nageswara Rao, Dr S Venkataraman and Dr. Lalitha Ramakrishna Gowda, proposed Independent Directors of the Company have duly submitted to the Board, a declaration of their Independence pursuant to Section 149(6) of the Companies Act, 2013.Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership/ chairmanship of the Board/Committee as stipulated by Clause 49 of the listing agreement with the stock exchange are provided elsewhere in the Annual Report.

STATUTORY AUDITORS

M/s.PRV Associates, Chartered Accountants, Hyderabad, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

As per the Section 139 of the Companies Act 2013 M/s.PRV Associates, Chartered Accountants, Hyderabad Statutory Auditors of the Company will be appointed for a period of three years from the conclusion of this Annual General Meeting till the conclusion of the Thirty fourth Annual General Meeting and the Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under section 141 of the Companies Act 2013 and rules made thereof. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Auditor As a measure of good corporate governance practice and as per the Section 204 of the Companies Act, 2013 and rules made thereof, the Board of Directors of the Company appointed Mr Chandrakanth Gorak, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended 30 September 2014, is provided in the Annual Report

Corporate Social Responsibility (CSR)

Your Company has always been conscious of its social responsibility to the Society and CSR initiatives are being implemented.

The Board of Directors at their meeting held on 6th August 2014 constituted the Corporate Social Responsibility Committee (CSR Committee) as per the provisions of the Section 135 and other applicable provisions of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014 comprising of MrS Nageswara Rao as the Chairman and Mr P Easwar Das & Mr M Kishan Rao as members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities etc.

Cost Auditor: During the year under review, the Board of Directors on recommendation of Audit Committee have appointed M/s. SRK Associates. Cost Accountants, Hyderabad as Cost Auditors of the Company for the financial year 2013-14.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (cost records and audit) Rules, 2014, your company is not required to maintain cost audit records as the products manufactured by the Company are not covered in the category of products given under the Cost Audit Rules.. The Cost Audit Report for the previous financial year 2012-13 signed by M/s. SRK Associates. Cost Accountants, Hyderabad was filed in extensible Business Reporting Language (XBRL) mode.

FIXED DEPOSITS

Your Company has not accepted any Deposits from the public during the year and as such no amount is outstanding as on 30th September 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

III. The Directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.



MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as an Annexure and forms part of this report.

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

CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of the Particulars in Report of Board of Directors) Rules, 1988 is given in Form A''forming part of this reportTechnology Absorption:

TECHNOLOGY ABSORPTION

The details in Form ''B''as required Under Section 217(1)(e) of the Companies Act, 1956 read with relevant rules as amended from time to time from part of this report

PARTICULARS OF EMPLOYEES

No employee of the company was in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendement Rules, 2011 during the year 2013-14.

REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of the revised Clause 49 of the Listing Agreement, a report on the Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Further a separate report on the Corporate Governance together with the Certificate from Auditors of the Company regarding compliance of Corporate Governance also forms a part of the Annual Report

CEO''S DECLARATION

Pursuant to the provisions of Clause 49ofthe Listing Agreement, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

ACKNOWLEDGEMENT

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support

By Order of the Board of Directors Registered Office: of Bambino Agro Industries Limited 4E, Surya Towers, S.P Road, Secunderabad-500003 CIN No:L15440TG1983PLC004363 Ph:040 44363322;Fax no:040 27816615 M.Kishan Rao Emaihcs@bambinoagro.com Chairman and Managing Director Date :13th November, 2014 DIN No.02425967


Sep 30, 2013

Dear Shareholders,

The Directors have pleasure in presenting their Thirtieth Annual Report of the Company together with audited statement of accounts of the Company for the year ended 30th September 2013.

FINANCIAL RESULTS

The financial highlights of the Company for the year ended 30th September 2013 are as follows:

(Rs. in lacs)

Particulars Year Ended Year ended 30.09.2013 30.09.2012

Sales and other Income 23560.81 22485.51

Profit/(Loss) before Depreciation, Financial Expenses, Tax and other adjustments 2122.54 1799.73

Less: Financial expenses 1113.96 1055.64

Profit/(Loss) before Depreciation, Tax and other adjustments 1008.58 744.09

Less: Depreciation 408.93 328.59

Profit before Tax and other adjustments 599.65 415.50

Extraordinary Item 78.82 31.51

Provision for Tax:

Current Tax (151.88) (117.68)

Deferred Tax charge/credit 10.07 40.47

Net Profit/Loss after Tax 379.02 306.79

Add Profit brought forward 1030.07 878.24

Profit available for appropriation 1409.09 1185.03

Less Dividend 120.13 120.13

Less tax on proposed dividend 19.49 19.49

Transfer to General Reserve 18.95 15.33

Surplus carried forward to Balance Sheet 1250.52 1030.07

COMPANY PERFORMANCE AND BUSINESS OUTLOOK

During the period under review amidst increasingly competitive environment and continuous commodity inflation, rising interest and fuel cost, the company has posted respectable performance. Your company during the year under review earned revenue from operation and other income of Rs.23560.81 lacs representing an increase of 4.80 % over the previous year Your company has registered a net profit of Rs.379.02 lacs as compared to previous year net profit of Rs.306.79 lacs.

In order to improve the operational efficiencies, the company has taken certain decisions to start operations at Indore.

On the exports front, the company has registered healthy growth in earnings and aims to further expand the customer base in the overseas market through innovative new offerings. The company has registered a growth of 36 % in the exports revenue over the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 15% (Rs.1.50 per share) on 8008846 Equity Shares (face value of Rs.10 each) for the financial year ended 30th September 2013 and the said Dividend if approved would absorb a sum of f 1,20,13,269 plus dividend tax of Rs.19,48,913. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose name appear in the register of members as on record date.

DIRECTORS

Mr. Mansoor Yar Khan, Director of the Company retires by rotation and being eligible, offers himself for re-appointment

AUDITORS

The Auditors M/s.PRV Associates, Chartered Accountants, Hyderabad, who retire at the ensuing Annual General Meeting of the Company, are eligible for re-appointment as Statutory Auditors of the Company till the next Annual General Meeting. The Company has received their willingness for re-appointment as Auditors of the Company and furnished a Certificate under Section 224 (1B) of the Companies Act, 1956.

COST AUDITOR

M/s. SRK Associates, Cost Accountants, Hyderabad were appointed as the Company''s Cost Auditors to conduct cost audit as required under the Companies (Cost Accounting Records) Rules, 2011 for the financial year 2013 - 2014. The compliance report for the financial year ended 30th September 2012 was duly filed with the Central Government

FIXED DEPOSITS

Your Company has not accepted any Deposits from the public during the year pursuant to Section 58A of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as an Annexure and forms part of this report

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

Conservation of Energy:

Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of the Particulars in Report of Board of Directors) Rules, 1988 is given in Form ''A'' forming part of this report.

Technology Absorption:

The details in Form ''B'' as required Under Section 217(1)(e) of the Companies Act, 1956 read with relevant rules as amended from time to time from part of this report

PARTICULARS OF EMPLOYEES

No employee of the company was in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011 during the year 2012-13.

REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on the Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provision of Clause 49 (VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEO''S DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

ACKNOWLEDGEMENT

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockiest, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support.

For and on behalf of the Board of Directors

Of Bambino Agro Industries Limited

Place : Secunderabad M.Kishan Rao

Date : 13th November 2013 Chairman and Managing Director

 
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