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Directors Report of CCL Products India Ltd.

Mar 31, 2015

Dear Members,

The Directors submit their report for the financial year ended 31.03.2015:

(in Lakhs)

Particulars 2015 2014

Revenue from operations 67,198 61,110

Profit for the year after meeting all expenses (before Interest, Depreciation & Tax) 12,933 12,844

Less:

Interest 564 728

Depreciation and other write offs 945 1,297

Provision for Taxation 3,957 3,495

Net Profit 7,466 7,326

Balance brought forward 6,967 4,508

Balance available for appropriation 14,399 11,834

Provision for dividend 1,995 1,596

Provision for dividend tax 406 271

Transfer to General Reserve 3,000 3,000

Balance carried forward to Balance sheet 8,998 6,967

Company Performance

Your Company posted good financial results during the year under review. Turnover of the Company has increased from Rs. 61,110 Lakhs toRs. 67,198 Lakhs and the net profit of the Company increased from Rs. 7,326 Lakhs to Rs. 7,466 Lakhs.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.50/- per equity share of Rs. 2/- each for the year 2014-15 subject to the approval of shareholders.

Subsidiaries

Jayanti Pte Limited (Singapore)

Jayanti Pte Limited is a wholly owned subsidiary of the Company incorporated in Singapore for the purpose of promoting projects in various countries. This is only an investment subsidiary, hence no operational performance is reported.

Grandsaugreen SA (Switzerland)

Grandsaugreen SA is a wholly owned subsidiary of Jayanti Pte Limited and step down subsidiary of the Company incorporated in Switzerland. This is an agglomeration and packing unit and a brief operational performance of the Company is as below:

(Rs. in Lakhs)

Particulars 2015 2014

Revenue from operations 6,655 4,422

Profit for the year after meeting all expenses

(before Interest, Depreciation & Tax) 224 158

Less:

Interest 15 126

Depreciation and other write offs 476 453

Provision for Taxation 27 20

Net Profit/Loss (294) (441)

Ngon Coffee Company Limited (Vietnam)

Ngon Coffee Company Limited is a wholly owned subsidiary, jointly owned by CCL and Jayanti Pte Limited. This is an instant coffee manufacturing unit and a brief operational performance is as below:

(Rs. in Lakhs)

Particulars 2015 2014

Revenue from operations 19,554 10,177

Profit for the year after meeting all expenses

(before Interest, Depreciation & Tax) 4,271 1,575

Less:

Interest 782 864

Depreciation and other write offs 1,261 1,161

Provision for Taxation - -- Net Profit/Loss 2,228 (450)

Continental Coffee Private Limited

Continental Coffee Private Limited is a wholly owned subsidiary of the Company, which has been established with an objective of promoting instant coffee brands of the Company in the domestic market.

The Statement containing the salient feature of the financial statement of subsidiaries as per sub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as ''Annexure I'' to this report.

Corporate Social Responsibility

The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook many projects like promotion of education in rural areas, infrastructure and sanitation development, welfare of girl child, facilitating pure drinking water to the identified rural areas in and around the factory at Duggirala, Guntur District, Andhra Pradesh.

The Company also contributed towards improvement of health and sanitation to set up Green Toilets at several places throughout Guntur District.

The Company also took the initiative to construct houses to the Hudhud cyclone victims at Visakhapatnam District of Andhra Pradesh.

The Annual Report on CSR activities is annexed herewith as "Annexure II" to this report and CSR Policy is posted on the website of the Company and the web link is http://cclproducts.com/wp-content/ uploads/2015/05/CSR-Policy.pdf

In furtherance of its commitment to the society, during the year under review, your Company other than those covered under CSR, has donated Rs. 213 Lakhs to many welfare and philanthropic activities in the areas of education, sports, culture, construction of houses to weaker sections and other charitable purposes.

Statutory Auditors

The shareholders in their meeting held on 19th July, 2014 approved the appointment of M/s. M. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office till the conclusion of 56th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking Members'' ratification on appointment of M/s. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company for the financial year 2015-16 is included at Item No.4 of the Notice convening the Annual General Meeting. As required under Clause 49 of the Listing Agreement.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Cost Auditors

In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014, the Audit Committee has recommended and the Board of Directors had appointed M/s. Kapardi & Associates, Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 2015-16 on a remuneration of Rs.1,00,000/- . The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s. Kapardi & Associates, Cost Accountants, is included at Item No.7 of the Notice convening the Annual General Meeting.

Secretarial Audit

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 M/s. P.S.Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure III" to this report.

Directors

The Board of Directors have appointed Mr. G.V. Krishna Rau, IAS (Retd.) as an Additional Director of the Company who holds office till the ensuing Annual General Meeting. The Board, based on the recommendation of Nomination and Remuneration Committee considered the appointment of Mr. G.V.Krishna Rau as an Independent Director subject to approval of shareholders. Accordingly a resolution seeking approval of shareholders for his appointment as an Independent Director for a period of five years is included at Item No.5 of the Notice convening the Annual General Meeting.

The Board of Directors have appointed Ms. Kulsoom Noor Saifullah as an Additional Director of the Company who holds office till the Annual General Meeting. The Board, based on the recommendation of Nomination and Remuneration Committee considered the appointment of Ms. Kulsoom Noor Saifullah as a Non-Executive Director subject to approval of shareholders. Accordingly a resolution seeking approval of shareholders for her appointment as a Non-Executive Director whose office is liable to retire by rotation is included at Item No.6 of the Notice convening the Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. B. Mohan Krishna, Director of the Company retires by rotation and being eligible, has offered himself for re-appointment.

Mr. Zafar Saifullah, IAS (Retd.), Director of the Company passed away on 25th July, 2014. He was associated with your Company as an Independent Director since 2007. Your Directors paid their tribute to him at their meeting held on 28th October, 2014.

Mr. Jonathan T Feuer resigned from the office of the Director w.e.f 17th March, 2015.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013.

A Brief Profile of the Directors of the Company is annexed herewith as "Annexure IV" to this report.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Capex

The Company has spent Rs.1,074 Lakhs towards balancing equipment during the year.

Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the profit or loss of the Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year 2014-15 have been prepared on a going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and the web link is http://cclproducts.com/wp-content/ uploads/2015/05/Whistle-Blower-Policy.pdf

Risk Management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee and formulated a policy on the Risk Management. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. The Risk Management Policy of the Company is posted on the website of the Company and the web link is http://cclproducts.com/wp-content/ uploads/2015/05/Risk-Management-Policy.pdf

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per Clause 49 of the Listing Agreement for the transactions which are of a foreseen and repetitive nature. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is http://cclproducts.com/wp-content/uploads/2015/05/Policy-on-Related- Party-Transactions-.pdf

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC-2 is herewith annexed as ''Annexure V'' to this report.

Policy on Material Subsidiaries

The Policy on Material Subsidiaries as per Clause 49 of the Listing Agreement as approved by the Board is uploaded on the website of the Company and the web link is http://cclproducts.com/wp-content/ uploads/2015/05/Policv-on-material-subsidiarv.pdf

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure VI" to this report.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as ''Annexure VII'' to this report.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as ''Annexure VIII'' to this report.

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2014-15 and a Certificate from the Auditors of the Company are furnished which form part of this Annual Report.

Human Resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure IX" to this report.

Significant and material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

On behalf of the Board

Sd/-

Place : Hyderabad Challa Rajendra Prasad Date : 26th May, 2015 Executive Chairman


Mar 31, 2014

The Directors submit their report for the financial year ended 31.03.2014:

(Rs. in Lakhs)

Particulars 2014 2013

Revenue from operations 61110 58482

Profit for the year after meeting all expenses

(before Interest, Depreciation & Tax) 12844 10866

Less:

Interest 728 1196

Depreciation and other write offs 1297 1587

Provision for Taxation 3495 2624

Net Profit 7326 5459

Balance brought forward 4508 2822

Balance available for appropriation 11834 8281

Short provision for Income Tax earlier

Provision for dividend 1596 665

Provision for dividend tax 271 108

Transfer to General Reserve 3000 3000

Balance carried forward to Balance sheet 6967 4508

Company Performance

Your Company posted good financial results during the year under review. The production and sales of Instant Coffee were 13,808 M.Ts. and 13,840 M.Ts. as against 13,045 M.Ts. and 13,003 M.Ts. respectively in the preceding year. Turnover of the Company has increased from Rs. 58,482 Lakhs to Rs. 61,110 Lakhs and the net profit of the Company increased from Rs. 5,459 Lakhs to Rs. 7,326 Lakhs, registering a growth of 34%.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.20/- per equity share of Rs. 2/- each for the year 2013-14 subject to the approval of shareholders.

Wholly Owned Subsidiaries

M/s. Ngon Coffee Company Limited, the step down subsidiary of the Company at Vietnam, achieved a turnover ofRs. 10,177 Lakhs in the first year of its commercial operations and expected to perform well during the financial year 2014-15.

As part of promoting sales in domestic market for various brands promoted by your Company, the Board has made M/s. Continental Coffee Private Limited as wholly owned subsidiary.

Service to the Community

In furtherance of its commitment to the society, during the year under review, your Company has donated Rs. 76.45 Lakhs to many welfare and philanthropic activities in the areas of education, sports, culture and other charitable purposes.

Statutory Auditors

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of audit firms, and based on the recommendation of the Audit Committee, the Board has at its meeting held on May 23, 2014 recommended the re-appointment of M/s. M. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 3 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting. M/s. M. Anandam & Co., Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Cost Auditors

In accordance with Section 141 of the Companies Act, 2013 (corresponding Section 233B of the Companies Act, 1956) and the MCA General Circular No. 15/2011 dated April 11, 2011, (as amended vide General Circular No. 36/2012 dated November 6, 2012), the Audit Committee has recommended and the Board of Directors had appointed M/s. Kapardi & Associates, Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 2014-15.

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Jonathan T Feuer retires by rotation and being eligible, has offered himself for re-appointment.

Pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, all Independent Directors of the Company are seeking fresh appointment for five consecutive years commencing from the ensuing Annual General Meeting.

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2013-14 and of the profit or loss of the Company for that period;

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

iv. The annual accounts for the year 2013-14 have been prepared on a going concern basis.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out in Annexure - I attached to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement of the particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgoings as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure - II attached to this report.

Your Company recycles solid waste generated during the production of coffee as biomass fuel for energy input to the boilers, thus conserving scarce fossil fuel, and in turn reducing pollution to the environment.

Particulars of Employees

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report and is given as Annexure - III.

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2013-14 and a Certificate from the Auditors of the Company are furnished which form part of this Annual Report.

Human Resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

On behalf of the Board



Sd/-

Place : Hyderabad Challa Rajendra Prasad

Date : 23rd May, 2014 Executive Chairman


Mar 31, 2013

The Directors submit their report for the financial year ended 31st March, 2013:

(Rs.in Lakhs)

Particulars 2013 2012

Revenue from operations 58482 48973

Profit for the year after meeting all expenses (before Interest, Depreciation & Tax) 10866 8175

Less: Interest 1196 1156

Depreciation and other write offs 1587 1585

Provision for Taxation 2624 1781

Net Profit 5459 3653

Balance brought forward 2822 942

Balance available for appropriation 8281 4595

Short provision for Income Tax earlier

Provision for dividend 665 665

Provision for dividend tax 108 108

Transfer to General Reserve 3000 1000

Balance carried forward to Balance sheet 4508 2822

Company Performance

Your Company posted good financial results during the year under review. The production and sales of Instant Coffee were 13,045 M.Ts. and 13,003 M.Ts. as against 12,392 M.Ts. and 12,589 M.Ts. respectively in the preceding year. Turnover of the company has increased from Rs. 48,973 Lakhs to Rs. 58,482 Lakhs, registering growth of 19%. The net profit of the Company for the current year is Rs. 5,459 Lakhs as against Rs. 3,653 Lakhs in the preceding year, registering growth of 49%.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 5 per equity share of Rs. 10/- for the year 2012- 13 subject to the approval of shareholders.

Wholly Owned Subsidiary

Your Company has successfully completed implementation of the instant coffee project through its 100% stepdown subsidiary, M/s Ngon Coffee Company Limited, Vietnam. The Plant was inaugurated by the Hon''ble Minister of State, Ministry of Commerce and Industry, Dr. Smt. D. Purandeswari on 28th of April, 2013. The operations of other subsidiary namely M/s. Grandsaugreen SA, Switzerland are expected to improve in the ensuing year.

Service to the Community

In furtherance of its commitment to the society, during the year under review, your Company has donated Rs. 16.4 Lakhs to many welfare and philanthropic activities in the areas of education, sports, culture, etc.

Statutory Auditors

The present Statutory Auditors of the Company, M/s M. Anandam & Co., Chartered Accountants, Secunderabad, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Internal Auditors

The Board of Directors has appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

Directors

As per the Company''s Articles of Association, Mr. Zafar Saifullah and Mr. Jonathan T Feuer, Directors of your Company, retire by rotation and, being eligible, offer themselves for re-appointment.

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Directors'' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following with regard to the Annual Accounts, Accounting Policies, Maintenance of accounting records, etc. -

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 at the end of the financial year 2012-13 and of the profit or loss of the company for that period;

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

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

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out in Annexure - I attached to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement of the particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgoings as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure - II attached to this report.

Your Company recycles solid waste generated during the production of coffee as biomass fuel for energy input to the boilers, thus conserving scarce fossil fuel, and in turn reducing pollution to the environment.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report and is given as Annexure - III.

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2012-13 and a Certificate from the Auditors of the Company are furnished which form part of this Annual Report.

Human Resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

On behalf of the Board

Sd/-

Place : Hyderabad Challa Rajendra Prasad

Date : 03rd July, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors submit their report for the financial year ended 31st March, 2012:

(Rs.in Lakhs)

Particulars 2011-12 2010-11

Revenue from operations 48936 35281

Profit for the year after meeting all expenses (before Interest, Depreciation & Tax) 8175 6775

Less:

Interest 1156 1242

Depreciation and other write offs 1585 1505

Provision for Taxation 1781 1276

Net Profit 3653 2752

Balance brought forward 942 552

Balance available for appropriation 4595 3304

Short provision for Income Tax earlier - 53

Provision for dividend 665 266

Provision for dividend tax 108 43

Transfer to General Reserve 1000 2000

Balance carried forward to Balance sheet 2822 942

Company Performance

Your Company posted good financial results during the year under review. The production and sales of Instant Coffee were 12,392 M.Ts. and 12,589 M.Ts. as against 11,607 M.Ts. and 11,277 M.Ts. respectively in the preceding year. Turnover of the Company has increased from Rs. 35,550 Lakhs to Rs. 49,291 Lakhs, registering growth of 39%. The net profit of the Company for the current year is Rs. 3,653 Lakhs as against Rs. 2,752 Lakhs in the preceding year, registering growth of 33%.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 5/- per equity share of Rs. 10/- for the year 2011-12 subject to the approval of shareholders.

Wholly Owned Subsidiary

Your Company's 100% stepdown subsidiary M/s. Grandsaugreen, Switzerland, catering to the requirements of the clients in the Europe, has performed well during the year.

Your Company has since completed implementation of the instant coffee project through its 100% stepdown subsidiary, M/s. Ngon Coffee Company Limited, Vietnam. Presently, the Company is carrying out trial runs and the commercial production is expected to commence during the third quater of the current financial year.

Service to the Community

In furtherance of its commitment to the society, during the year under review, your Company has donated Rs.18.51 Lakhs to many welfare and philanthropic activities in the areas of education, sports, culture, etc.

Statutory Auditors

The present Statutory Auditors of the Company, M/s. M. Anandam & Co., Chartered Accountants, Secunderabad, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Internal Auditors

The Board of Directors has appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your company. The Internal Auditors are submitting their reports on quarterly basis.

Directors

As per the Company's Articles of Association, Mr. I. J. Rao and Mr. Vipin K. Singal, Directors of your company, retire by rotation and, being eligible, offer themselves for re-appointment.

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

Directors' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following with regard to the Annual Accounts, Accounting Policies, Maintenance of accounting records, etc. -

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 at the end of the financial year 2011-12 and of the profit or loss 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 the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

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

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out in Annexure - I attached to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement of the particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgoings as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure - II attached to this report.

Your Company recycles solid waste generated during the production of coffee as biomass fuel for energy input to the boilers, thus conserving scarce fossil fuel, and in turn reducing pollution to the environment.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report and is given as Annexure - III.

Corporate Governance

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2011-12 and a Certificate from the Auditors of the Company are furnished, which form part of this Annual Report.

Human Resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such workenvironment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

On behalf of the Board

Sd/-

Place : Hyderabad Challa Rajendra Prasad

Date : 11th August, 2012 Chairman and Managing Director


Mar 31, 2011

Dear Members,

The Directors' submit their report for the financial year ended 31st March, 2011:

(Rs. in Lakhs)

Particulars 2010-11 2009-10

Gross Income 35,550 28,201

Gross Profit (before Interest, Depreciation & Tax) 6,775 6,306

Less:

Interest 1,242 1,394

Depreciation and other write offs 1,505 1,419

Provision for Taxation 1,276 792

Net Profit 2,752 2,700

Profit Brought Forward 552 1,085

Balance available for appropriation 3,304 3,785

Short provision for Income Tax 53 0

Provision for dividend 266 200

Provision for dividend tax 43 33

Transfer to General Reserve 2,000 3,000

Net Profit c/f to Balance sheet 942 552

Company Performance

Your Company has performed well inspite of the adverse global economic conditions. During the year under review, the production and sales of instant coffee were 11,607 M.Ts and 11,277 M.Ts. as against 8,510 M.Ts. and 8,767 M.Ts. respectively in the previous year. Turnover of the Company has grown to Rs. 35,550 Lakhs from Rs. 28,201 Lakhs and the net profit of the Company is increased to Rs. 2,752 Lakhs as against Rs. 2,700 Lakhs.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2 per equity share of Rs. 10/- face value for the year 2010-11 subject to the approval of shareholders.

Wholly Owned Subsidiary

Your Company's wholly owned subsidiary, M/s Jayanti Pte. Ltd. implemented an agglomeration plant through M/s Grandsaugreen S.A., in Switzerland is in the process of implementing through its step down subsidiary M/s Ngon Coffeee Limited, an instant coffee project in Vietnam.

Service to the Community

To propagate its philosophy of responding to social welfare causes and philanthropic activities in the areas of education, sports, cultural, natural calamities, and other donations, your company has donated Rs. 8.93 Lakhs for the above said causes during the year under review.

Statutory Auditors

The present Statutory Auditors of the Company, M/s. M. Anandam & Co., Chartered Accountants, Secunderabad, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Internal Auditors

Your Board of Directors have appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad as Internal Auditors of the Company. The Internal Auditors are submitting their reports on quarterly basis.

Directors:

During the year Mr. Ian Breminer and Mr. Viplav Sharma resigned from the Board of Directors. The Board of Directors placed on record their appreciation for the valuable services rendered by them during their tenure as Directors.

In accordance with the provisions of the Company's Articles of Association Mr. Zafar Saifullah and Mr. Jonathan T. Feuer, Directors of your company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Fixed Deposits

Your company has not accepted any fixed deposits and as such no amount of principal or interest was outstanding as on the date of Balance sheet.

Directors' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That 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 2010-11 and of the profit or loss of the company for that period;

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That annual accounts have been prepared on a going concern basis.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as an Annexure -1 to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A statement of particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgo is given as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and is enclosed as Annexure - II to this report.

Your Company recycles the solid waste generated during the production of instant coffee to be used as biomass fuel for energy input to the boilers, thus conserving the scarce fossil fuel and in turn reducing pollution to the environment.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report and is given as Annexure - III.

Corporate Governance

Your Company has been making every endeavor to bring more transparency in the conduct of business. As per the requirements of Listing Agreement with the Stock Exchanges a compliance report on Corporate Governance for the year 2010-11 and Auditors' Certificate are furnished as a part of this Annual Report.

Human Resources

Your Company considers its Human Resources as instrumental in achieving its objects which cannot be done without their endeavors at every level. Keeping this in view, the Company gives utmost care to attract and retain quality manpower. The enabling and empowering work- environment propels them to higher performance. Their unflinching commitment is the driving force behind the Company's vision and success. Your Company appreciates the spirit of its dedicated team of employees.

Acknowledgments:

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, bankers, suppliers and other business associates.

Your Directors gratefully acknowledge the continuous co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

On behalf of the Board

Sd/- Challa Rajendra Prasad Chairman and Managing Director

Place : Hyderabad Date : 27th May, 2011

 
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