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Directors Report of FE (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twentieth Annual Report together with the Audited Statement of Accounts for the year ended as at March 31, 2015.

FINANCIAL RESULTS

Rs. in '000

Financial Year Financial Year 2014-15 2012-13 (15 months) (15 months)

Total Incomes 1,11,17,203 1,08,03,774

Rs. Profit before Depreciation & Tax 1,00,848 1,00,993

Less: Depreciation 7,854 7,802

Profit before Tax 92,994 93,191

Less: Provision for Tax 29,665 31,304

Profit available for appropriation 63,328 61,887

Appropriation

Profit(Loss) carried forward 63,328 61,887

FINANCIAL PERFORMANCE

During the year under review, your Company has achieved a turnover of Rs. 1117.20 Crores (15 months) on a standalone basis as against Rs. 1077.80 Crores in the previous year(15 months), a 3.65% increase over the previous year. The net profit after tax stood at Rs. 6.33 Crores as against Rs. 6.19 Crores in the previous year.

We can see clearly that the Company performed significantly better in the financial year 2014-15.

CHANGE IN FINANCIAL YEAR

To align the financial year of the company with the provisions of the Companies Act 2013, the current Financial Year of the Company was extended by 3 months. Accordingly, the audited financial statements for the current financial year have been prepared for a period of fifteen months beginning January 1, 2014 and ending on March 31, 2015.

DIVIDEND

The Board has decided not to recommend payment of dividend. Though the Board had recommended the payment of dividend in its earlier board meeting held on June 6, 2015, after considering and approving the Audited Financial Statements for the year ended March 31,2015. But in supersession of the earlier recommendation and keeping in view its financial position at present the Board has taken aback its recommendation. The company is going through severe financial constraints at the moment and it had incurred unexpected losses in the last quarter ended June 30, 2015. So, the Board of Directors have decided to retain the profits for the future and have considered it financially prudent in long-term interests of the Company to reinvest the profits as at the end of the financial year into the business of the Company and to utilize the reserves base for the future projects in hand and grow the business of the Company. In the view of the above no dividend therefore been recommended for the Financial Year ended March 31, 2015. The Directors submit that it would enhance the shareholders value in long term.

FIXED DEPOSITS

During the year under review, your Company has not accepted/renewed any deposits from the public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and Rules amended thereafter.

PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed Form AOC -2, is appended as Annexure I to the Board's Report.

With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' according to the policy of the Company on Materiality of Related Party Transactions.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Accounts.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as AnnexureII

CORPORATE SOCIAL RESPONSIBILTY

Today, Corporate Social Responsibility has become a worldwide concept whereby organizations consider the interests of society by taking responsibility for the impact of their activities on customers, employees, shareholders, communities and the environment in all aspects of their operations.

As per Section 135 of the Companies Act 2013, a Corporate Social Responsibility (CSR) Committee has been formed by the Company. Your Company undertakes its Corporate Social Responsibility (CSR) activities through a variety of effective programs. The main areas of CSR activities are women safety and empowerment.

Even though the Company has implemented the CSR but due to operational constraints the management could not insure its due compliance an execution, hence worth the management has decided to tighten its belt to ensure timely execution of CSR in the next financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion & Analysis of the financial position and the results of the operation of the Company for the year under review is annexed to this Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at its Meeting held on March 31, 2015, had appointed Mr. Abhishek Mishra, Mr. Sumedh Khanna Bharadwaj, as an Additional Director (Non Executive & Independent) Mr. Mukesh Jain and Mr. Vishal Bakshi as Independent Directors of the Company for a term of five years w.e.f. March 31, 2015 to March 30, 2020 subject to the members of the Company. The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

The Board of Directors at its Meeting held on July 7, 2015, had appointed Mrs. Abhilasha Agarwal as Whole Time Director for a period of 5 years with effect from July 7, 2015 to July 6, 2020 subject to the approval of members of the Company.

In the same Board Meeting held on July 7, 2015 the Board of Directors also accepted the resignation tendered by Mr. Trinadh Kiran Vemuri from the Post of Whole Time Director and Mr. Vishal Bakshi from the post of Independent Director due to their personal and unavoidable circumstances.

Mr Ravi Joshi retires at the AGM and has offered himself for re-appointment.

Necessary resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposal for appointment are mentioned in the Explanatory Statement to the Notice.

The Board of Directors at its Meeting held on July 15, 2015, had appointed Mr. Manish Kant Agarwal as Chief Executive Officer and Key Managerial Personnel ("KMP") of the Company and had re-appointed Mr. Praveen Kumar Chowdhary as Chief Financial Officer and Key Managerial Personnel of the Company.

Mrs. Abhilasha Agarwal, Whole Time Director; Mr. Manish Kant Agarwal, Chief Executing Officer(w.e f July 15, 2015), Mr. Praveen Kumar Chowdhary, Chief Financial Officer and Mrs. Deepti Dabral, Company Secretary are the KMPs of the Company as per the provisions of the Act.

CORPORATE GOVERNANCE

Your Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosures and independent supervision to increase various stakeholders' value. Responsible corporate conduct is integral to the way we do our business. Our actions are governed by our values and principles, which are reinforced at all levels within the Company. Our Company fully confirm to standards set out by SEBI and other regulatory authorities and has implemented and complied with all of its major stipulations. Our Directors are committed to conduct the business of the Company with the highest level of integrity and transparency.

As per Clause 49 of Listing Agreement, a report on corporate governance along with Compliance Certificate from the Chartered Accountants forms part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Board of Directors of your Company state:

(i) that in the presentation of the annual accounts, the applicable accounting standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments that are 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 March 31, 2015and of the profit and loss of the Company for the year ended march 31, 2015.

(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, 2013, safeguarding the assets of the Company and for preventing fraud and other irregularities.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

(v) that the proper internal financial controls were followed by the Company and such internal controls are adequate and were operating effectively

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

AUDITORS

M/s L M S C, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors has recommended their re-appointment as auditors.

The Auditors of the Company have made following remarks/observation in their report:

1. As per "Point 2(c) of the Annexure"- "On the basis of our examination of the records, we are of the opinion that the Company should maintain site-wise real time record of stocks for better control. At present company is maintaining inventory records at head office in accounting software which are not real time and some desirable information like goods in-out time, vehicle details etc. are also not available in these records. In our opinion, company need to improve record keeping with respect to the inventories"

2. As per "Point 9(a) of the Annexure" -"According to the records of the company, we have noticed delays in payment of undisputed statutory dues including Employees ' State Insurance, Income-tax, Sales- tax/VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues as applicable. Following is detail of such dues outstanding for more 6 months or more on close of books of the company for the year:"

Nature of Nature of Dues Amount Period to which Statute the amount relates

Finance Act, Service Tax 0.61 Lacs FY 2013-14 1994

Finance Act, Service Tax 0.67 Lacs FY 2014-15 1994

Income Tax Income Tax in 228.38 Lacs FY 2013-14 Act,1961 relation to AY 2014-15

Nature of Due Date Date of Statute Payment

Finance Act, Various dates Not paid till 1994 upto date of Audit 31.03.2014 Report

Finance Act, Various dates Not paid till 1994 upto date of Audit 05.10.2015 Report

Income Tax 30-Sep-14 Not paid till Act,1961 date of Audit Report

The Companies views:

The Company has taken the facility of go-downs all over India and all the information regarding the stocks is received from go-downs. So, afterwards the computerized records of the same are maintained at the head office as per the information so received. However, for better management and control the Company has started maintaining the detailed records of the stock at the head office.

For the delay in payment of statutory dues: Even though the company has made adequate turnover but the realization from its debtors has been delayed. Hence there has been a delay in payment of due taxes.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act, the Board of Directors has appointed M/s K.C. Singhal & Associates, Chartered Accountants as the Internal Auditors for conducting Internal Audit of the Company for the financial year 2014-2015.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, the Board of Directors has appointed Mr Umesh Agarwal, M/s Agarwal U. & Associates, practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2014-2015. The Secretarial Audit Report is annexed herewith as Annexure III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE

Since the Company is not involved in any manufacturing activity, the particulars regarding conservation of energy and technology absorption are not provided.

Particulars of Foreign Currency earning and outgo, during the year, are annexed as Annexure IV

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees 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 entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

ACKNOWLEDGEMENT

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Your Directors wish to place on record their deep appreciation and gratitude for the cooperation and assistance extended to your Company by banks, government agencies, investors and business associates. Your Directors are thankful to the members and investors for their whole hearted support and for providing continuous strength to the Company and its management.

Date: September 01, 2015 By Order of the Board Place: New Delhi For FE (India) Limited

Sd/- Sd/-

Mukesh Jain Mukund Sharan (Director) (Director) DIN: 00059649 DIN: 00004881


Dec 31, 2013

Dear Members,

The Directors have pleasure in presenting their Nineteenth Annual Report together with the Audited Statement of Accounts for the year ended as at December 31, 2013.

FINANCIAL RESULTS rs in ''000

Financial Year Financial Year 2012-13 2011-12 (15 months) (12 months)

Total Income 1,08,03,774 85,45,227

Profit before Depreciation & Tax 1,00,993 77,880

Less: Depreciation 7,802 7,318

Profit before Tax 93,191 70,562

Less: Provision for Tax 31,304 26,753

Profit available for appropriation 61,887 43,809

Appropriation - -

Profit(Loss) carried forward 61,887 43,809

FINANCIAL PERFORMANCE

During the year under review, your Company has achieved a turnover of Rs. 1080.38 Crores(15 months) on a standalone basis as against Rs. 854.52 Crores in the previous year(12 months), a 26.43% increase over the previous year. The net profit after tax stood at Rs. 6.19 Crores as against Rs. 4.38 Crores in the previous year.

We can see clearly that the Company performed significantly better in the financial year 2012-13.

DIVIDEND

In view of ongoing diversification plans, the Company would be in need of additional funding. Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No dividend therefore been recommended for the financial year ended December 31, 2013. The Directors submit that it would enhance the shareholders'' value in long term.

FIXED DEPOSITS

During the year under review, your Company has not accepted/renewed any deposits from the public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and Rules amended thereafter.

SUBSIDIARY COMPANIES

The Company has a subsidiary Company in Singapore under the name "F E Singapore PTE Limited." for carrying on the business of trading in Agriculture Commodities. The Company had made an investment of US $ 5,10,000 in FE Singapore PTE Limited. The Financial statements made by subsidiary company were placed before and reviewed by the Audit Committee of the Company. Copies of Board Minutes of the subsidiary Company were placed before the Board meetings of the Company as per Clause 49 of the Listing Agreement with Stock Exchanges.

Company Ceasing to be Subsidiary:

"F E Aagrochem Private Limited" which was incorporated as a wholly owned subsidiary of the Company has ceased to be the subsidiary of the Company.

In terms of Section 212 of the Companies Act, 1956, your Company is required to attach the Directors'' Report, Balance Sheet, Profit & Loss Account of its Subsidiary Companies to its Annual Report. However Ministry of Corporate Affairs (MCA), Government of India vide its Circular No. 2/2011 dated February 8, 2011 has granted general exemption to all the Companies for not attaching the above documents of subsidiary companies with the annual report of the holding company, subject to compliance of conditions specified therein. As required under this said circular, your Directors'' in its meeting held on March 06, 2014 has granted its consent for not attaching the Balance Sheet of its subsidiaries as they would be made available to its members at the Company''s website.

In terms of the said circular issued by MCA a summary of the financial information of subsidiary of your Company is attached as Annexure I to this Report. Any member intends to have a copy of the Balance Sheet and other financial statements of the subsidiary, may sent his request to the Company Secretary. These documents will also be available for inspection during the business hours at the Registered Office of the Company and also the Registered Office of the respective subsidiary company "FE Singapore PTE Limited".

CORPORATE SOCIAL RESPONSIBILTY

Today, Corporate Social Responsibility has become a worldwide concept whereby organizations consider the interests of society by taking responsibility for the impact of their activities on customers, employees, shareholders, communities and the environment in all aspects of their operations.

As India rides the wave of economic boom and commercial success, corporate social responsibility is presenting itself both as an opportunity and an important requirement for corporate to be engaged in. This also contributes towards faster and more balanced growth of our society.

The government has also taken an initiative towards this clause in new Companies Bill to make CSR mandatory for corporate, which was earlier voluntary in nature, for certain class of companies as specified. The Companies Bill says that larger corporate should contribute to society, especially the communities in which they operate, by setting aside 2% of their average net profit of last 3 preceding years towards CSR.

Your company has always believed in serving the underprivileged of the society- with a focus on women safety and empowerment. The Company''s efforts towards this direction will be progressive and evident.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion & Analysis of the financial position and the results of the operation of the Company for the year under review is annexed to this Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS

Appointment of Directors by rotation

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company Mr. Mukesh Jain and Mr. Mukund Sharan, Directors of your Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment, your Board recommends their re-appointments.

POSTAL BALLOT

Shareholders'' approval through Postal Ballot during the year was accorded under Section 192A of the Companies Act, 1956 for the following items:

On 15th December 2012

(In the previous year''s Annual Report of the Company-Declaration of result of this postal ballot was awaited)

(a) FOR INCREASING THE AUTHORISED CAPITAL

Approval for increase the Authorized Share Capital of the Company from 10,00,00,000/- (Ten Crores) to 20,00,00,000/- (Twenty Crores) and consequential amendment of the Memorandum & Articles of Association.

(b) RAISING OF EQUITY CAPITAL

- Approval for allotment of Equity Shares to qualified institutional buyers by way of QIP as per SEBI (ICDR) Regulations, 2009.

- Approval for Preferential Allotment of Equity Shares/Convertible Securities to the promoter/ non-promoter group.

(c) PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTOR

Payment of monthly remuneration to Mr. Mukund Sharan, Non –Executive Director of the Company, up to 1% of Net Profits of the Company, calculated in accordance with the provisions of the Companies Act, 1956 and other applicable laws.

On 4th July 2013

(a) RAISING OF EQUITY CAPITAL

- Approval for Preferential Allotment of 43,47,826 Fully Convertible Warrants to Promoters;

(b) PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTOR

- Approval for payment of Remuneration upto Rs. 60,000/- per month to Mr. Mukund Sharan (Non-Executive Director)

- Approval for payment of Remuneration upto Rs. 60,000/- per month to Mr. Ravi Joshi (Non-Executive Director)

CORPORATE GOVERNANCE

The Company''s philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparence governance practices. Responsible corporate conduct is integral to the way we do our business. Our actions are governed by our values and principles, which are reinforced at all levels within the Company. Our Company fully confirm to standards set out by SEBI and other regulatory authorities and has implemented and complied with all of its major stipulations. Our Directors are committed to conduct the business of the Company with the highest level of integrity and transparency. The commitment of our Company is clearly reflected in the business activities of the Company. As per Clause 49 of Listing Agreement, a report on corporate governance along with Compliance Certificate from the Chartered Accountants forms part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state: (i) that in the presentation of the annual accounts, the applicable accounting standards have been followed. (ii) that the Directors have selected such accounting policies and applied them consistently and made judgments that are 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 profit of the company for the year.

(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, safeguarding the assets of the Company and for preventing fraud and other irregularities.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s L M S C, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. As required under Section 224 of the Companies Act, 1957 the Company has obtained from them a confirmation to the effect that their appointment, if made, would be in conformity with the limits prescribed in the said section. The Board of Directors recommends their re-appointment as auditors.

The observations of the auditors in their report for Standalone Financial Statements, read with notes annexed to the accounts are self explanatory, which does not contain any reservation, qualification or adverse remarks and therefore do not call for any further clarification.

The Auditors have made remarks/observations in their report regarding consolidated Financial Statements of the company as follows:

"The financial statements of subsidiary FE Singapore Pte. Ltd, whose financial statements reflect Total Assets of $ 15,02,990 (i.e. Rs. 930.35 lacs) as at December 31, 2013 and Total Revenue of $ 6,63,1443 (i.e. Rs. 3591.92 lacs) for the year; have neither been audited by us nor by any other auditor. The financial statements and other financial information of the subsidiary have been certified by the Management. Our opinion is solely based upon these certifications regarding the financial statements of subsidiary."

The board of Directors of the Company felt that financial year of subsidiary is not in coincidence with the financial year of the parent Company. So, parent company is not in position of giving audited financials of its Subsidiary "FE Singapore PTE Limited." However management of company has get the numbers provided by its subsidiary "FE Singapore PTE Limited" audited internally and has certified the subsidiary accounts before consolidation in its stand alone accounts.

CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE

Since the Company is not involved in any manufacturing activity, the particulars regarding conservation of energy and technology absorption are not provided.

Particulars of Foreign Currency earning and outgo, during the year, are annexed as Annexure II

PARTICULARS OF EMPLOYEES

None of the employees was in receipt of remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Your Directors wish to place on record their deep appreciation and gratitude for the cooperation and assistance extended to your Company by banks, government agencies, investors and business associates. Your Directors are thankful to the members and investors for their whole hearted support and for providing continuous strength to the Company and its management. Date: March 06, 2014 By Order of the Board Place: New Delhi For FE (India) Limited

Sd/- Sd/- Vishal Bakshi Ravi Joshi Director Director DIN: 00610253 DIN: 02781932


Sep 30, 2012

Dear Members,

The Directors have pleasure in presenting their Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended as at September 30, 2012.

FINANCIAL RESULTS

Rs. in RS.000

Financial Year Financial Period

2011-12 2010-11 (12 months) (15 months)

Total Income 854,52,27 650,39,87

Profit before Depreciation & Tax 7,78,80 8,95,43

Less: Depreciation 73,18 79,36

Profit before Tax 7,05,62 8,16,07

Less: Provision fo Tax 2,67,53 2,79,18

Profit available for appropriation 4,38,09 5,36,89

Appropriation 23,82

Profit(Loss) carried forward 4,38,09 5,13,07

FINANCIAL PERFORMANCE

During the year the Company has recorded a net income of - 854.52 Crores as compare to - 650.40 Crores, thereby resulting in increase of 31.38% growth (Annualized Basis) inspite of various global pressures and inflation witnessed by the Industry coupled with devaluation of Rupee against US Dollar. But the Profit before tax has fallen 11.97% to Rs. 7.06 Lacs (Previous Year Rs. 8.02 Lacs) due to various external factors which have been detailed in the Management Discussion & Analysis forming the part of this Directors Report.

DIVIDEND

In view of ongoing diversification plans, the Company would be in need of additional funding. Hence your Directors has decided to conserve the internal resources in order to use the same for the diversification projects. Accordingly, the Directors do not recommend any dividend for the financial year ended September 30, 2012. The Directors submit that it would enhance the shareholders'' value in long term.

FIXED DEPOSITS

During the year under review, your Company has not accepted/renewed any deposits from the public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and Rules amended thereafter.

SUBSIDIARY COMPANIES

The Company has a subsidiary Company in Singapore under the name "F E Singapore PTE Limited." for carrying on the business of trading in Agriculture Commodities. The Company had made an investment of US $ 5,10,000 in FE Singapore PTE Limited. The Financial statements made by subsidiary company were placed before and reviewed by the Audit Committee of the Company. Copies of Board Minutes of the subsidiary Company were placed before the Board meetings of the Company as per Clause 49 of the Listing Agreement with Stock Exchanges.

During the Year "F E Aagrochem Private Limited" was incorporated as a wholly owned subsidiary of the Company. F E Aagrochem Private Limited would commence its operation of extracting gum from guar.

In terms of Section 212 of the Companies Act, 1956, your Company is required to attach the Directors'' Report, Balance Sheet, Profit & Loss Account of its Subsidiary Companies to its Annual Report. However Ministry of Corporate Affairs (MCA), Government of India vide its Circular No. 2/2011 dated February 8,

2011 has granted general exemption to all the Companies for not attaching the above documents of subsidiary companies with the annual report of the holding company, subject to compliance of conditions specified therein. As required under this said circular, your Directors'' in its meeting held on November 29, 2012 has granted its consent for not attaching the Balance Sheet of its subsidiaries as they would be made available to its members at the Company''s website.

In terms of the said circular issued by MCA a summary of the financial information of each subsidiaries of your Company is attached as Annexure I to this Report. Any member intends to have a copy of the Balance Sheet and other financial statements of these subsidiaries, may sent his request to the Company Secretary. These documents will also be available for inspection during the business hours at the Registered Office of the Company and also the Registered Office of the respective subsidiary companies "FE Singapore PTE Limited" and "F E Aagrochem Private Limited".

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion & Analysis of the financial position and the results of the operation of the Company for the year under review is annexed to this Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges.

NAME CHANGE

The name of the Company was changed from "Financial Eyes (India) Limited" to "FE (India) Limited" with effect from May 3, 2012 based on the Special Resolution passed at the last Annual General Meeting of the Company.

DIRECTORS

Cessation

During the year Mr. Ashish Todi, Director has expressed his inability to continue as a Director due to his other commitments. The Board of Directors at its meeting held on January 3, 2012 placed on record its appreciation for his valuable guidance and support during his tenure as Director of the Company.

Appointment of Directors by rotation

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company Mr. Ravi Kant Joshi and Mr.Trinadh Kiran Vemuri, Directors of your Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re- appointment, your Board recommends their re-appointments.

POSTAL BALLOT

Shareholders approval through Postal Ballot is under process, under Section 192A of the Companies Act, 1956 for the following items:

(a) FOR INCREASING THE AUTHORISED CAPITAL

To increase the Authorized Share Capital of the Company from 10,00,00,000/- (Ten Crores) to 20,00,00,000/- (Twenty Crores) and consequential amendment of the Memorandum & Articles of Association.

(b) RAISING OF EQUITY CAPITAL

- To allot of Equity Shares to qualified institutional buyers by way of QIP as per SEBI (ICDR) Regulations, 2009.

- To make Preferential Allotment of Equity Shares/Convertible Securities to the promoter/ non- promoter group.

(c) PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTOR

Payment of monthly remuneration to Mr. Mukund Sharan, Non –Executive Director of the Company, up to 1% of Net Profits of the Company, calculated in accordance with the provisions of the Companies Act, 1956 and other applicable laws.

The result of Postal Ballot will be declared on Saturday, 15th December, 2012 at 4 P.M at the Registered Office of the Company.

CORPORATE GOVERNANCE

Committed to good corporate governance practices, your Company fully confirm to standards set out by SEBI and other regulatory authorities and has implemented and complied with all of its major stipulations. Your Directors are committed to conduct the business of the Company with the highest level of integrity and transparency. The commitment of your Company is clearly reflected in the business activities of the Company. As per Clause 49 of Listing Agreement, a report on corporate governance along with Compliance Certificate from the Chartered Accountants form part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

(i) that in the presentation of the annual accounts, the applicable accounting standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments that are 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 profit of the company for the year.

(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, safeguarding the assets of the Company and for preventing fraud and other irregularities.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

Pursuant to Section 224(1B) of the Companies Act 1956, M/s L M S C, Chartered Accountants of Faridabad (Haryana), are appointed as the Auditors of the Company, in place of M/s Nangia & Co., Chartered Accountants, to hold the office of Auditors from the date of this Meeting to the conclusion of the next Annual General Meeting of the Company on such remuneration and out of pocket expenses as may be decided by the Board.

AUDITORS OBSERVATION

The Auditors of the Company have made remarks /observation in their report regarding non-payment of undisputed statutory dues for a period of more than six months from the due date in the following cases:

Name of Nature of Amount Rs. Period to Statue dues which the Amount relates

Finance Act, Service Tax in 9,06,092 FY 2008-09 1994 terms of Section 66A of the Act

Income Tax Income Tax in 1,04,24,431 FY 2011-12 Act, 1962 relation to AY 2012-13

Name Due date Date of Payment Finance Act, 31/03/2009 Not paid till date

Income Tax 31/03/2012 Not paid till date

Based on the expert opinion and as per the notification No s. 8/2004. S.T.,dated 09.07.2004 and 19/2005 S.T., dated 07.06.2005, your Directors'' considered that the aforesaid dues are not payable by the Company in respect to the Service Tax amount mentioned in the above table.

Regarding the other payment listed above the payment could not be made due to paucity of funds, the management shall make the payment of the aforesaid amount along with interest as applicable in due course.

CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE

Since the Company is not involved in any manufacturing activity, the particulars regarding conservation of energy and technology absorption are not provided.

Particulars of Foreign Currency earning and outgo, during the year, are annexed as Annexure II

PARTICULARS OF EMPLOYEES

None of the employees was in receipt of remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Your Directors wish to place on record their deep appreciation and gratitude for the cooperation and assistance extended to your Company by banks, government agencies, investors and business associates. Your Directors are thankful to the members and investors for their whole hearted support and for providing continuous strength to the Company and its management.

Date: November 29, 2012 By Order of the Board

Place: New Delhi For FE (India) Limited

Sd/- Sd/- Mukesh Jain Mukund Sharan Director) (Director) DIN: 00004881 DIN: 00059649


Sep 30, 2011

The Directors have pleasure in presenting their Seventeenth Annual Report together with the Audited Statement of Accounts for the year ended as at 30/09/2011.Financial Year of the company extended up to 30/09/2011 in the Board Meeting dated 31/03/2011.Financial Statements have been prepared for a period of Fifteen Months started from 1/07/2010 and ended on 30/09/2011.

FINANCIAL RESULTS Rs. in '000

Financial Year Financial Year 2010-11 (15 months) 2009-10 (15 months)

Total Income 6503987 3901086

Profit before Depreciation & Tax 89543 60613

Less: Depreciation 7936 6496

Profit before Tax 81607 54117

Less: Provision for Tax 27918 18417

Profit Available for Appropriation 53689 35700

Appropriation 2382 -

Profit(Loss) carried forward 51307 35700

DIVIDEND

Your Directors are pleased to recommend a final dividend of 2.5% (Rs. 0.25 /- per Equity share) for the year ended 30.09.2011.After approval by shareholders at the ensuing Annual General Meeting ,the dividend will be paid in line with applicable regulations.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and rules amended thereafter.

CAPITAL ISSUES DURING THE YEAR

Allotment of 35,00,000 Equity Shares on preferential basis

During the year the company has issued 35,00,000 Equity Shares at a price of Rs. 50/-per share i.e Rs. 10/- each, at a premium of Rs. 40/- aggregating to an extent of Rs. 175,000,000/- on preferential basis to the promoter and non-promoter.

Allotment of 16,98,000 Equity Shares on Qualified Institutional Placement

During the year the company has allotted 16,98,000 Equity Shares at a price of Rs. 50/- per share i.e.,Rs. 10/-each, at a premium of Rs. 40/- aggregating to an extent of Rs. 84,900,000 to Qualified Institutional Buyers.

SUBSIDIARY COMPANIES

There is no subsidiary of Financial Eyes (India) Ltd. Hence, no Consolidated Accounts form part of Seventeenth Annual Report.

DIRECT INVESTMENT IN JOINT VENTURE IN SINGAPORE

Your Company has been engaged in business activity of export of the agriculture Commodities and is now heading towards the expansion of its business, therefore the Company has assessed the necessity to enter into a Joint Venture in Singapore.

The Board of directors of your Company at its meeting held on 14th February,2011 decided to enter into a Joint venture in Singapore under the name "FE Singapore PTE Ltd." for carrying on the business of trading in Agriculture Commodities and for investing a sum of upto US $ 5,10,000 in the said Venture.

Currently the stake of Financial Eyes (India) Limited in "FE Singapore PTE Limited" 20.58% approx.

DIRECTORS

Retirement of Directors by Rotation

Pursuant to the provisions of the Companies Act, 1956, Mr. Vishal Bakshi and Mr. Ashish Todi , Director of your Company, retire by rotation at the ensuing Annual General Meeting of your Company, and being eligible, have offered themselves for re-appointment.

Brief resume of the directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership/chairmanship of the Board/ committees, as stipulated in clause 49 of the Listing Agreement with the stock Exchange in India, are provided in the report on Corporate Governance forming part of the Annual Report.

Changes since last Annual General Meeting

The Board of Directors, at its meeting held on 31/10/2011 appointed Mr. Mukund Sharan as Additional Director of the Company in terms of provisions of section 260 of the Companies Act, 1956, he hold office as Additional Directors till the date of ensuing Annual General Meeting of the Company.

It is proposed to regularize their appointment in the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Committed to good corporate governance practices, your company fully confirm to standards set out by SEBI and other regulatory authorities and has implemented and complied with all of its major stipulations. Financial Eyes (India) Limited is committed to conduct the business of the company with the highest level of integrity and transparency.

The commitment of your company is clearly reflected in the business activities of the Company. As per clause 49 of Listing Agreement, a report on corporate governance along with compliance Certificate from the Charted Accountant form part of the Annual Report.

STATUS OF LISTING

The Company's shares are listed at The Stock Exchange, Mumbai. The Company has paid the listing fees to the Stock Exchange, Mumbai for the year 2011-12.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

(I) that in the presentation of the annual accounts, the applicable accounting standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments that are 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 profit of the company for the year.

(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, safeguarding the assets of the Company and for preventing fraud and other irregularities.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Nangia & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment . As required under section 224 of the Companies Act 1956 the company has obtained from them a confirmation to the effect that their appointment, if made, would be in conformity with the limits prescribed in the said section . The Board of Directors recommends their re- appointment as auditors.

CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE

Since the company is not involved in any manufacturing activity, the particulars regarding conservation of energy and technology absorption are not provided.

Particulars of foreign currency earning and outgo during the year are given in the Significant Accounting Policies & Notes to Accounts.

PARTICULARS OF EMPLOYEES

Relations between the employees and the management remained cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient services rendered by the employees of the Company.

None of the employees was in receipt of remuneration more than the limit prescribed under Section- 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Your Directors wish to place on record their deep appreciation and gratitude for the cooperation and assistance extended to your company by banks, government agencies, investors and business associates. Your directors are thankful to the members and investors for their whole hearted and continuous support and for being a source of strength for the company.

Date: 29/11/2011 By Order of the Board

Place: New Delhi For Financial Eyes (India) Ltd.

Sd/- Sd/-

Mukesh Jain Ravi Joshi

(Director) (Director)


Jun 30, 2010

The Directors have pleasure in presenting their Sixteenth Annual Report together with the Audited Statement of Accounts for the period ended as at 30/06/201 0.Financial Year of the company extended up to 30/06/2010 in the Board Meeting dated 29/03/201 0.Financial Statements have been preapared for a period of Fifteen Months started from 1/04/2009 and ended on 30/06/2010.

FINANCIAL RESULTS

Rs. in 000

Financial Year Financial Year

2009-10 2008-09

(15 months) (12 months)

Total Income 3901086 2356277

Profit before Depreciation & Tax 61332 37576

Less: Depreciation 6495 2409

Profit before Tax 54835 35167

Less: Provision for Tax 19136 14170

Profit afterTax 35699 20997

Appropriation transferred to RBI Fund (RBI Act) - -

Profit(Loss) carried forward 35699 20997

DIVIDEND

Your Directors have decided not to recommend any dividend for the year.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and rules amended thereafter.

PREFERENTIAL ALLOTMENT

The Board of Directors of the Company at its meeting held on 1/05/2010 & subsequently held on 28/08/2010 decided to allot 27,50,000 Fully Convertible Warrants convertible into equal number of Equity Shares to Promoters at such price as may be determined as per SEBI (ICDR) Regulations 2009 subject to the approval of shareholders at the forthcoming AGM.

Amount received from Andaz Merchantile Pvt . Ltd which is a promoters entity towards share Application money received is shown in the books pending approval of shareholders in the Forthcoming Annual General Meeting.

It was also decided in the said board meetings to raise additional funds by issue of upto 50,00,000 Equity Shares/ other securities by way of Qualified Institutional Placements (QIPs), at such price and other terms and conditions, as per the applicable Rules and Regulations subject to the receipt of the shareholders approval at the forthcoming AGM.

Both the matters form part of the notice of ensuing Annual General meeting for obtaining shareholders approval.

DIRECTORS

Mrs. A. Agarwal and Mr. Mukesh Jain are director

retiring by rotation at the ensuing Annual General Meeting& being eligible offer themselves for reappointment.Brief resume of the director retiring by rotation ,his expertise in specific functional areas and directorship(s) in public companies or membership(s) of any committee in public companies as stipulated under clause- 49 of listing agreements are given in the section of corporate governance report as an annexure.

The Board of Directors, at its meeting held on 28/08/2010 appointed Mr. Trinadh Kiran Vemuri as Additional Director & he will hold office as Additional Director till the date of forthcoming Annual General Meeting.

The Company has received Notice under Section 257 of the Companies Act, 1956 and accordingly the Resolution proposing the appointment of Mr. Trinadh Kiran Vemuri shall be placed before the Shareholders for their approval at the ensuing Annual General Meeting.

Mr. Mukund sharan resigned from Directorship in the board meeting dated 1/09/2009 & Mr. Ravi Joshi was appointed as additional Director in same board meeting. Mr. Ravi Joshi was comfirmed as director in the previous AGM held on 30/09/2009.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of Listing Agreement with the Stock Exchange is included in the Annual Report.

STATUS OF LISTING

The Companys shares are listed at The Stock Exchange, Mumbai. The Company has paid the listing fees to the Stock Exchange, Mumbai for the year 2009-10.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

(i) that in the presentation of the annual accounts, the applicable accounting standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments that are 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 profit of the company for the year.

(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, safeguarding the assets of the Company and for preventing fraud and other irregularities.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANIES

There is no subsidiary of Financial Eyes (India) Ltd.Hence, no Consolidated Accounts form part of Sixteenth Annual Report.

AUDITORS

M/s. Nangia & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment . As required under section 224 of the Companies Act 1956 the company has obtained from them a confirmation to the effect that their appointment, if made, would be in conformity with the limits prescribed in the said section . The Board of Directors recommends their re-appointment as auditors.

In the Audit Report of the Financial Year 2009-10, Auditors have mentioned the dues of service tax for the financial Year 2008-09 amounting Rs. 906,092/ - not paid till date. It is explained that unpaid dues have not been paid because there are pending refunds of larger amount with the same authority & it has been requested to adjust the same.

CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE

Since the company is not involved in any manufacturing activity, the particulars regarding conservation of energy and technology absorption are not provided.

Particulars of foreign currency earning and outgo during the year are given in schedule 15 the Significant Accounting Policies & Notes to Accounts.

PARTICULARS OF EMPLOYEES

Relations between the employees and the management remained cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient services rendered by the employees of the Company.

None of the employees was in receipt of remuneration more than the limit prescribed under Section- 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Your Directors wish to place on record their deep appreciation and gratitude for the cooperation and assistance extended to your company by banks, government agencies, investors and business associates. Your directors are thankful to the members and investors for their whole hearted and continuous support and for being a source of strength for the company.

Date: 28/08/2010 By Order of the Board

Place: New Delhi For Financial Eyes (India) Ltd.

sd/- sd/-

Mukesh Jain Ravi Joshi

(Director) (Director)





 
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