Mar 31, 2016
To
The Members of
Gayatri BioOrganics Limited
The Directors present the Twenty Fifth Annual Report along with the Audited Financial Statements and the Auditorâs Report thereon for the period ended 31st March, 2016.
FINANCIAL SUMMARY
(Rs. in lakhs)
31.03.2016 |
31.03.2015 |
|
Net Sale Income from Operations |
13,764.33 |
25,570.12 |
Other Operating Income |
51.085 |
85.64 |
Income from operations |
13,815.41 |
25,655.76 |
Other Income |
96.14 |
25.98 |
Total Income |
13,911.55 |
25,681.74 |
Total Expenditure |
16,296.84 |
24,124.73 |
Finance Charges |
1,274.03 |
939.41 |
Depreciation |
213.39 |
237.38 |
Provision for Taxation |
â |
â |
Net Profit / (Loss) |
-3,872.71 |
393.21 |
PERFORMANCE DURING THE YEAR UNDER REVIEW STARCH DEPARTMENT
The Company has a Crushing Capacity of 1,35,000 MTPA considering Medak plant Crushing Capacity of 90,000 MTPA and the Second Unit located at Biccavole, East Godavari District Crushing Capacity of 45,000 MTPA. The Company crushed 68,950 MTs maize as against 88,836 MTs maize during the previous year.
SORBITOL DIVISION
The Company has present crushing capacity of Sorbitol at 17000 TPA and produced 5282MTs of Sorbitol during the Financial Year ended 31st March, 2016.
The Company recorded net loss of Rs.3872.71 Lakhs as against a net profit of Rs.393.21 Lakhs.
EXPORTS
The Company has not made any exports during the year.
REPORT TO BIFR
Company has submitted a report as required under Section 23 of the âSick Industrial Companies (Special Provisions) Actâ, 1985 to the Board for Industrial & Financial Reconstruction Government of India (BIFR) since the accumulated losses have resulted in erosion of more than 50% of net worth of Company during the four financial years immediately preceding the financial year ended on 31st March, 2016.
AMOUNT TO BE TRANSFERRED TO RESERVES AND DIVIDEND PROPOSED:
In the current financial year, No amount was transferred to reserves and the Board of Directors of the Company does not recommend any dividend for the financial year under review.
PUBLIC DEPOSITS:
During the year, the Company has not accepted any deposits covered under the Chapter V of the Companies Act, 2013
STATUTORY AUDITORS:
At the 23rd Annual General Meeting (AGM) held on 30th September 2014, M/s M Bhaskara Rao & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company to hold office from the conclusion of AGM held on September 30, 2014 to the conclusion of the 28th AGM (subject to ratification of the appointment by the members at every AGM held after that AGM) at such remuneration as may be decided by the Board of Directors. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s M Bhaskara Rao & Co., Chartered Accountants, as statutory auditors of the Company, is hereby placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. M O S & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.
SECRETARIAL AUDITORS:
Mr. Y. Koteswar Rao, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 read with Rule 9 there-under. The secretarial audit report for FY 2015-16 annexed to this Boardâs Report as Annexure-I.
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, and in accordance with the Audit Committee recommendation the Board of Directors had appointed M/s N.S.V. Krishna Rao & Co, Cost Accountants, Hyderabad to Conduct the Cost Audit for the Financial Year 2016-2017. M/s. N.S.V. Krishna Rao & Co, Cost Accountants, submitted the Cost Audit Report for the Financial Year ended 31st March, 2016.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Sri.T. Sandeep Kumar Reddy (DIN: 00005573), retires by rotation at the forth coming annual general meeting and being eligible, offers himself for re-appointment.
The independent directors of the company are highly qualified and stalwarts in their respective filed with wide and varied experience. They actively participate in the discussions at the board meeting and their suggestions have helped the company to grow at a rapid pace.The independent directors are paid sitting fees for attending the board and committee meetings. The nomination and remuneration committee has in place their criteria for determination of qualifications, positive attributes and independence of the directors, which they would consider as and when the company would be required to appoint the new independent directors. Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of working of its audit committee, nomination and remuneration committee, and stakeholders relationship committee. The manner in which the evaluation has been carried out has been explained in the corporate governance report. The manner in which the remuneration is paid to the directors, executive directors and senior level executives the company has also been explained in the corporate governance report. During the year, five board meetings and four audit committee meetings were convened and held the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
S. Narasappa, Company Secretary has resigned from the office w.e.f. 30.5.2015 and on 02.03.2016, Mr. V. Kali Prasad, Chief Financial Officer (CFO) of the Company has resigned from the office of CFO of the Company. The Management is in the process of short listing and finalizing the suitable candidates for the office of CFO and CS of the Company.
INDEPENDENT DIRECTORS:
The Company has received disclosures from the Independent Directors confirming their independence in terms of the SEBI(Listing Obligations and Disclosure Requirements)Regulations,2015 and Section 149(6) of the Companies Act, 2013.
The Letter of Appointment issued to the Independent Directors containing the terms and conditions are available under investors section on the website of the Company http://www.gayatribioorganics.com
A Brief Profile of the Directors of the Company is annexed herewith to this report as Annexure II RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were at armâs length basis. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large. A detailed report on material contracts and arrangements made during the year 2015-16, being armâs length transactions have been reported and annexed hereto in form AOC-2 as Annexure - III and forms part of this report.
EXTRACT OF ANNUAL RETURN:
The extract of annual return in form no. MGT-9 as provided under section 92 (3) of the Companies Act,2013 read with Rule 12 of the Companies (Management & Administration) Rules 2014 is annexed hereto as Annexure-IV and forms the part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT a. Business Environment
In FY 2015-16 the global economy showed signs of recovery with growth in demand from the developed countries in the second half of the year. Emerging markets, including India, had to face multiple challenges of rising current account deficit, depreciation of the local currency and additional pressure due to capital outflows.
Your Companyâs performance for the year 2015-16 has to be viewed in the context of aforesaid economic and market environment.
b. Industry Structure and Developments
The Company is engaged in the business of producing Sorbitol and Starch. Sorbitol is a water soluble polyhydric alcohol having sweet taste and high stability besides properties of plasticizing. It finds application as input material in various industrial sectors such as Tooth Paste, Pharmaceuticals, Vitamin-C, Cosmetics, Paper and Paints etc. Sorbitol and Starch industries in India are very much fragmented and scattered throughout India. In case of Sorbitol at present only four major players are there in South India. When it comes to Starch, nearly 50% of Indian Starch production comes from Gujarat where four major Starch Factories are located.
The consumer industry i.e. Tooth Paste, Pharma, Cosmetic, Paint etc have shown growth which may lead to further improved business to the company. However, the growth in demand for Sorbitol is fluctuating and presently the prices are encouraging. When it comes to Starch, since 60% of starch goes for food based industry, the demand is not even throughout the year. Further the industry is also suffering from excess capacity and can be compensated only when the demand picks up continuously.
c. Opportunities and threats
The Starch Industry at time shown good future, the raw material availability at reasonable prices and cheaper imports of starch from the neighboring Countries will have an impact on the profitability of the Industry and Your Company is not an exception to it. The company has been facing the threat of import of Sorbitol.
However, your Company is likely to face competition from other competitors; there may be risks inherent in meeting unforeseen situations not uncommon in the industry. Your Company is aware of these challenges and is geared to meet them.
d. Out look
The outlook for the companyâs products is reasonably good but the management feels that the Company should be provided with sufficient working capital to achieve higher operations levels. The Company is improving its operating efficiencies in terms of better utilization of plant capacities. The Company is optimistic about its growth prospects in the future. During the year the Company explored exports markets for the products and achieved significant business. It has ambitious plans to capture more new markets to expand the business.
e. Risks and Concerns
The Company faces risk of lower realization in the event of cheap imports. Other risk faced by the Company is that Sorbitol is based on the agro commodity which is exposed to factors of Monsoon in the Country. Besides the factors mentioned above agricultural income, economic scenario, wholesale and consumer price level, impact of trade agreements with other countries and trade blocks etc. are some of the factors which affects the performance of the Company.
f. Internal Control Systems and their adequacy
The Company is in the process of adopting an Internal Control System to balance the financial, operational, compliance and other risks and explore its business opportunities at the fullest to achieve its desired objectives.
g. Operational performance
This has already been discussed in this report.
h. Human Financial Resources / Industrial Relations
People are the most valued assets of the Company. They work individually and collectively contributing to the achievement of the objectives of the business. The relation between the employees and the Company remained harmonious and cordial throughout the year. Your Companyâs corporate culture and the vision and values help unite the workforce and provide standards for how your Company conducts the business. Your Company has successfully aligned human capital with business and organizational objectives. The emphasis has been on team work, skill development and development of leadership and functional capabilities of the employees. The Industrial relations remained cordial at all units of the Company.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1),5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-V to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:
Information required under section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Boardâs Report as Annexure-VI.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company is in the process of adopting an Internal Control System, commensurate with the size, scale and complexity of its operations.
SUBSIDIARIES:
The Company has no subsidiaries as on the date of 31st March, 2016.
NOMINATION AND REMUENRATION POLICY:
A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act to recommend a policy of the Company on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. The policy is also posted in the investors section of the companyâs website.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
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.
MATERIAL CHANGES:
The Company has obtained the Special Resolution of shareholders by carrying out the postal ballot for the sell, lease, transfer, assign or otherwise dispose of the "Unit-II of the Company situated at Balabadrapuram Village, BiccavoleMandal, East Godavari District, Andhra Pradesh- 533 343" with related assets and liabilities (as identified)on Slump Sale basis and submitted the voting results along with the scrutinizer report to the stock exchange and all other regulatory authorities.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year, the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directorsâ confirm that:
i) In the preparation of annual accounts for the financial year ended 31st March, 2016 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
ii) 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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2016 and of the profit and loss of the Company for the year;
iii) The Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The Directors had prepared the annual accounts on a âgoing concernâ basis;
v) The directors are in the process of laying down the internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems 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 Company. The details of the Policy are explained in the Corporate Governance Report and also posted under investors section on the website of the Company http://www.gayatribioorganics.com
RISK MANAGEMENT:
Your Directors have constituted a Risk Management Committee and defined its roles and responsibilities, which focuses that all the risks that the organization faces such as Strategic, Operational, Compliance, Financial and other risks have been identified and assessed and there is adequate risk management infrastructure in place capable of addressing those risks.
STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY:
The statement on development and implementation of risk management policy is given under the management discussion and analysis report which is attached with this annual report.
CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICYAND CSR INITIATIVES:
Your Company does not fall under the purview of Sec.135 of the Companies Act,2013.Hence the Company not required to Constitute Corporate Social Responsibility Committee.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance forms part of the annual report. A certificate from the auditors regarding compliance of conditions of corporate governance also forms the part of the annual report.
HUMAN RESOURCES:
Your Company considers its Human Resources as the key to achieve its objectives. The unflinching commitment of the employees is the driving force behind the Companyâs vision. Your Company appreciates the spirit of its dedicated employees.
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.
OUTLOOK FOR THE FINANCIAL YEAR 2016-17:
It is gratifying to say that the products of this Company are well accepted in the market and are being patronized by the major clients. The Company is hopeful of achieving 100% of the installed capacity. However, the availability of maize crop and working Capital will be the key factors for achieving the targeted results of the Company.
CAUTIONARY STATEMENT:
Statements in this "Management Discussion & Analysis" may be considered to be "forward looking statements" only. Actual results could differ materially from those expressed or implied within the meaning of applicable securities laws or regulations.
LISTING OF SECURITIES:
(a) The Companyâs Shares are listed with BSE Limited, PhirozeJeejeebhoy Towers, Dalal Street, Mumbai - 400 023.
(b) The Company paid Listing fees for the year 2016-17 to BSE Limited.
REPLY TO ADVERSE REMARKS OF AUDITORS'' REPORT:
With regard to qualified opinion on trade receivables which includes certain trade receivables amounting to Rs.77,978,564 /- which are overdue and outstanding for a period of more than one year, the management believes that the same are fully recoverable as it is and the company is in the process of collecting the amounts and no provisions are required as on date.
Point No. (vii) (a) of Annexure to Auditorsâ Report, with regard to irregularity and serious delays in remitting statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were due to working capital constraints.
Point No. (viii)of Annexure to Auditorsâ Report, on default/delays in payment of dues to bankers and financial institution are also owing to working capital constraints.
REPLY TO ADVERSE REMARKS OF SECRETARIAL AUDITORS'' REPORT:
The company was under the process of short listing and finalizing the suitable candidate for the office of Company Secretary of the Company. Despite best efforts from the management, process of selection of appropriate candidate for the above mentioned office got delayed due to shortage of suitable candidates to meet the requirements of the Company.
ACKNOWLEDGEMENTS:
Your Directors would like to place on record their sincere appreciation and gratitude to all Financial Institutions, Companyâs Bankers, Shareholders, Government Agencies, Suppliers, Customers Co-operation and support during the year and their confidence in its management. The Directors wish to convey their appreciation to all the employees for their enormous personal efforts as well as their collective contribution to the Companyâs performance. The Directors are also thankful to all other stakeholders for their valuable sustained support to the Company.
By Order of the Board
Place: Hyderabad
T. Sandeep Kumar Reddy
Date: 13.08.2016_ Chairman_
Mar 31, 2015
Dear Members,
Your Directors present the Twenty Fourth Annual Report along with the
Audited Financial Statements and the Auditor's Report thereon for the
period ended 31st March, 2015.
FINANCIAL RESULTS (Rs. in lakhs)
31.03.2015 31.03.2014
Net Sale Income from Operations 25,570.12 21,374.81
Other Operating Income 85.64 101.19
Income from operations 25,655.76 21,476.00
Other Income 25.98 30.41
Total Income 25,681.74 21,506.41
Total Expenditure 24,124.73 20,188.53
Finance Charges 939.41 757.50
Depreciation 237.38 425.03
Provision for Taxation  Â
Net Profit / (Loss) 393.21 135.35
PERFORMANCE DURING THE YEAR UNDER REVIEW
STARCH DEPARTMENT
The Company has a Crushing Capacity of 1,35,000 MTPA considering Medak
plant Crushing Capacity of 90,000 MTPA and the Second Unit located at
Biccavole, East Godavari District Crushing Capacity of 45,000 MTPA. The
Company crushed 88,836 MTs maize as against 71,935 MTs maize during the
previous year. The management is also trying to achieve crushing of
installed Capacity of both Units of the Company.
SORBITOL DIVISION
The Company has present crushing capacity of Sorbitol at 17000 TPA and
produced 8,754 MTs of Sorbitol during the Financial Year ended 31st
March, 2015. The Company also trying to achieve installed capacity of
the Sorbitol Plant.
The Company recorded net profit of Rs.393.21 Lakhs as against a net
profit of Rs.135.35 Lakhs and the management is hoping that performance
of the Company will improve further in the years to come.
AMOUNT TO BE TRANSFERRED TO RESERVES AND DIVIDEND PROPOSED
In the current financial year, No amount was transferred to reserves
and the Board of Directors of the Company does not recommend any
dividend for the financial year under review.
PUBLIC DEPOSITS:
During the year, the Company has not accepted any deposits covered
under the Chapter V of the Companies Act, 2013
STATUTORY AUDITORS:
At the 23rd Annual General Meeting(AGM) held on 30th,September 2014,
M/s M Bhaskara Rao & Co., Chartered Accountants, were appointed as
Statutory Auditor of the Company to hold office from the conclusion of
AGM held on September 30, 2014 to the conclusion of the 28th AGM
(subject to ratification of the appointment by the members at every AGM
held after that AGM) at such remuneration as may be decided by the
Board of Directors. In terms of the first proviso to Section 139 of the
Companies Act, 2013, the appointment of the auditor shall be placed for
ratification at every Annual General Meeting. Accordingly, the
appointment of M/s M Bhaskara Rao & Co., Chartered Accountants, as
statutory auditors of the Company, is hereby placed for ratification by
the shareholders. In this regard, the Company has received a
certificate from the auditors to the effect that if they are
reappointed, it would be in accordance with the provisions of Section
141 of the Companies Act, 2013.
INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit
Committee has re-appointed M/s. M O S & Associates, Chartered
Accountants, Hyderabad, as the Internal Auditors of your Company. The
Internal Auditors are submitting their reports on quarterly basis.
SECRETARIAL AUDITOR:
Mr. Y. Koteswar rao, Practicing Company Secretary, was appointed to
conduct the Secretarial Audit of the Company for the financial year
2014-15, as required under Section 204 of the Companies Act, 2013 read
with Rule 9 there-under. The secretarial audit report for FY 2014-15
annexed to this Board's Report as Annexure-I.
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, and In accordance with the Audit Committee recommendation
the Board of Directors had appointed M/s. K.K. Rao & Associates, Cost
Accountants, Hyderabad to Conduct the Cost Audit for the Financial Year
2014-2015 . M/s. K.K. Rao & Associates, Cost Accountants, submitted the
Cost Audit Report for the Financial Year ended 31st March, 2015.
The company has received a letter from M/s N.S.V.Krishna Rao & Co, Cost
Accountants, for the appointment as the Cost Auditor of the Company to
the effect that their appointment, if made, would be within the
prescribed limits under section 141(3) (g) of the Companies Act, 2013
and that they are not disqualified for appointment. The Board of
directors of the company 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, and also in accordance with
the Audit Committee recommendation at its meeting held on 14th August,
2015 appointed M/s N.S.V.Krishna Rao & Co, Cost Accountants,as the cost
auditors of the company to conduct the audit of cost records maintained
by the company as required by the Companies (Cost Records and Audit)
Rules 2014 as amended from time to time.
DIRECTORS:
Smt. T. Sarita Reddy (DIN: 00017122), retires by rotation at the forth
coming annual general meeting and being eligible offers herself for
re-appointment Smt. T. sarita Reddy did her Master of Business
Administration.
The independent directors of the company are highly qualified and
stalwarts in their respective filed with wide and varied experience.
They actively participate in the discussions at the board meeting and
their suggestions have helped the company to grow at a rapid pace. The
independent directors are paid sitting fees for attending the board and
committee meetings. The nomination and remuneration committee has in
place their criteria for determination of qualifications, positive
attributes and independence of the directors, which they would consider
as and when the company would be required to appoint the new
independent directors. Pursuant to the provisions of Companies Act,
2013 and clause 49 of the listing agreement, the board has carried out
an evaluation of its own performance, the directors individually as
well as the evaluation of working of its audit committee, nomination
and remuneration committee, and stakeholders relationship committee .
The manner in which the evaluation has been carried out has been
explained in the corporate governance report. The manner in which the
remuneration is paid to the directors, executive directors and senior
level executives the company has also been explained in the corporate
governance report. During the year, five board meetings and four audit
committee meetings were convened and held the details of which are
given in the corporate governance report. The intervening gap between
the meetings was within the period prescribed under the Companies Act,
2013.
INDEPENDENT DIRECTORS:
The Company has received disclosures from the Independent Directors
confirming their independence in terms of the Clause 49 of the Listing
Agreement and Section 149(6) of the Companies Act, 2013. The Letter of
Appointment issued to the Independent Directors are available under
investors section on the website of the Company
http://www.gayatribioorganics.com
A Brief Profile of the Directors of the Company is annexed herewith to
this report as Annexure II
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were at arm's length basis. There are no materially
significant related party transactions made by the company with
promoters, key managerial personnel or other designated persons which
may have potential conflict with interest of the company at large. A
detailed report on material contracts and arrangements made during the
year 2014-15, being arm's length transactions have been reported and
annexed hereto in form AOC-2 as Annexure - III and forms part of this
report.
EXTRACT OF ANNUAL RETURN:
The extract of annual return in form no. MGT-9 as provided under
section 92 (3) of the Companies Act,2013 read with Rule 12 of the
Companies (Management & Administration) Rules 2014 is annexed hereto as
Annexure-IV and forms the part of this report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)Rules, 2014 are
provided as Annexure-V to this Report.
No employee of the Company draws remuneration in excess of the limits
set out in the Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:
Information required under section 134(3) (m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed to this Board's Report as Annexure-VI.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:
The Company has in place an Internal Control System, commensurate with
the size, scale and complexity of its operations. During the year,
such controls were tested and no reportable material weaknesses in the
design or operation were observed.
SUBSIDIARIES:
The Company has no subsidiaries as on the date of 31st March, 2015.
NOMINATION AND REMUENRATION POLICY:
A committee of the Board named as "Nomination and Remuneration
Committee" has been constituted to comply with the provisions of
section 178, Schedule IV of the Companies Act and Clause 49 of the
Listing Agreement and to recommend a policy of the Company on
directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a
director and other matters and to frame proper systems for
identification, appointment of Directors & KMPs, Payment of
Remuneration to them and Evaluation of their performance and to
recommend the same to the Board from time to time.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration Committees. A structured questionnaire was prepared after
taking into consideration inputs received from the Directors, covering
various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance. A
separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.
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.
MATERIAL CHANGES:
There are no material changes and commitments, affecting the financial
position of the company which has occurred between the end of the
financial year under review of the company to which the financial
statements relate and the date of this board report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year, the company has not given any loans or guarantees
covered under the provisions of section 186 of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors'
confirm that:
i) In the preparation of annual accounts for the financial year ended
31st March, 2015 the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
ii) 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 true and fair view of the state of affairs of
the Company at the end of the financial year ended 31st March, 2015 and
of the profit and loss of the Company for the year;
iii) The Directors have taken proper and sufficient care for their
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
iv) The Directors had prepared the annual accounts on a 'going concern'
basis;
v) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
vi) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems 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 Company. The details of the
Policy are explained in the Corporate Governance Report and also posted
under investors section on the website of the Company
http://www.gayatribioorganics.com
RISK MANAGEMENT
Your Directors have constituted a Risk management Committee and defined
its roles and responsibilities, which focuses that all the risks that
the organization faces such as Strategic, Operational, Compliance,
Financial and other risks have been identified and assessed and there
is adequate risk management infrastructure in place capable of
addressing those risks.
INTERNAL COMPLAINTS COMMITTEE
In Pursuance of Section 4 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to protect women from
sexual harrassment at the work palce, your Company constituted a
committee known as "Internal Complaints Committee' to ensure proper
compliance of the Act.
STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY:
The statement on development and implementation of risk management
policy is given under the management discussion and analysis report
which is attached with this annual report.
CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY AND CSR INITIATIVES:
Your Company does not fall under the purview of Sec.135 of the
Companies Act, 2013. Hence the Company not required to Constitute
Corporate Social Responsibility Committee.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement entered with the Stock Exchange. A separate report on
corporate governance forms the part of the annual report. A certificate
from the Practicing Company Secretary regarding compliance of
conditions of corporate governance also forms the part of the annual
report.
HUMAN RESOURCES:
Your Company considers its Human Resources as the key to achieve its
objectives. The unflinching commitment of the employees is the driving
force behind the Company's vision. Your Company appreciates the spirit
of its dedicated employees.
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.
OUTLOOK FOR THE FINANCIAL YEAR 2015-16
It is gratifying to say that the products of this Company are well
accepted in the market and are being patronized by the major clients.
The Company is hopeful of achieving 100% of the installed capacity of
both the units. However, the availability of maize crop and working
Capital will be the key factors for achieving the targeted results of
the Company.
CAUTIONARY STATEMENT
Statements in this "Management Discussion & Analysis" may be considered
to be "forward looking statements" only. Actual results could differ
materially from those expressed or implied within the meaning of
applicable securities laws or regulations.
LISTING OF SECURITIES
(a) The Company's Shares are listed with BSE Limited, Phiroze
Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023.
(b) The Company paid Listing fees for the year 2015-16 to BSE Limited.
REPLY TO ADVERSE REMARKS OF AUDITORS' REPORT
With regard to qualified opinion on trade receivables which includes
certain trade receivables amounting to Rs.2,25,75,901/- which are
overdue and outstanding for a period of more than three years, the
management believes that the same are fully recoverable as it is and
the company is in the process of collecting the amounts and no
provisions are required as on date. Point No. VII (a) of Annexure to
Auditors' Report, with regard to irregularity and serious delays in
remitting the Provident fund, Employees State Insurance, Service Tax,
Income Tax, Customs Duty Excise duty, Sales tax and other material
statutory dues were due to working capital constraints.
Point No. IX of Annexure to Auditors' Report, delays in payment of dues
to bankers and financial institution are also owing to working capital
constraints.
ACKNOWLEDGEMENTS:
Your Directors would like to place on record their sincere appreciation
and gratitude to all Financial Institutions, Company's Bankers,
Shareholders, Government Agencies, Suppliers, Customers Co-operation
and support during the year and their confidence in its management. The
Directors wish to convey their appreciation to all the employees for
their enormous personal efforts as well as their collective
contribution to the Company's performance. The Directors are also
thankful to all other stakeholders for their valuable sustained support
to the Company.
By Order of the Board
Place: Hyderabad T. Sandeep Kumar Reddy
Date: 14.08.2015 Chairman
Mar 31, 2014
Dear Members,
The Directors present the Twenty Third Annual Report along with the
Audited Financial Statements and the Auditor''s Report thereon for the
period ended 31st March, 2014.
FINANCIAL RESULTS (Rs. in lakhs)
31.03.2014 31.03.2013
Net Sale Income from Operations 21,374.81 15,120.60
Other Operating Income 101.19 72.41
Income from operations 21,476.00 15,193.01
Other Income 30.41 11.88
Total Income 21,506.41 15,204.89
Total Expenditure 20,188.53 13,973.13
Finance Charges 757.50 747.60
Depreciation 425.03 394.57
Provision for Taxation  Â
Net Profit / (Loss) 135.35 89.59
PERFORMANCE DURING THE YEAR UNDER REVIEW STARCH DEPARTMENT
The Company has a Crushing Capacity of 1,35,000 MTPA considering Medak
plant Crushing Capacity of 90,000 MTPA and the Second Unit located at
Biccavole, East Godavari District Crushing Capacity of 45,000 MTPA. The
Company crushed 67,409 MTs maize as against 71,935 MTs maize during the
previous year. The management is also trying to achieve optimum level
of crushing of installed Capacity of both Units of the Company.
SORBITOL DIVISION
The Company has present crushing capacity of Sorbitol at 17000 TPA and
produced 8,236 MTs of Sorbitol during the Financial Year ended 31st
March, 2014. The Company also trying to achieve optimum level of
installed capacity of the Sorbitol Plant.
The Company recorded net profit of Rs.135.35 Lakhs as against a net
profit of Rs.89.59 Lakhs and the management is hoping that performance
of the Company will improve further in the years to come.
EXPORTS
The Company made exports of Starch amounting to Rs. 4,42,67,160/-
during the year and the company is foreseeing good opportunities in
export market for the years to come.
OUTLOOK FOR THE FINANCIAL YEAR 2014-15
It is gratifying to say that the products of this Company are well
accepted in the market and are being patronized by the major clients.
The Company is hopeful of achieving 100% of the installed capacity of
both the units. However, the availability of maize crop, power and
working Capital will be the key factors for achieving the targeted
results of the Company.
CAUTIONARY STATEMENT
Statements in this "Management Discussion & Analysis" may be considered
to be "forward looking statements" only. Actual results could differ
materially from those expressed or implied within the meaning of
applicable securities laws or regulations.
LISTING OF SECURITIES
(a) The Company''s Shares are listed with BSE Limited, Phiroze
Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023.
(b) The Company has paid Listing fees for the year 2014-15 to BSE
Limited.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 Sri. T.
Sandeep Kumar Reddy and Smt. T. Sarita Reddy, who retires by rotation
in this Annual General Meeting and being eligible offers themselves for
reappointment.
Sri C. V. Rayudu, Whole Time Director has been re-appointed by the
Board w.e.f. 28th May, 2014 subject to the approval of members and the
Central Government.
Sri. T.G. Pandya, Sri. T. R. Rajagopalan and Sri. J. N. Karamchetti,
Independent Directors are being appointed for a term of 5(five)
consecutive years as per provisions of Sec.149 of the Companies Act,
2013 and the rules made there under.
Sri. P. Maruthi Babu, Director on the Board has resigned from the
office of the Director w.e.f. 14th August, 2014. The Board has
approved his resignation and appreciated his services during his tenure
as Director of the Company
APPOINTMENT OF AUDITORS
The Members are requested to consider the re-appointment of M/s. M.
Bhaskara Rao & Co, (Reg. No. 00459S) Chartered Accountants, 5-D, Fifth
Floor, 6-3-652, Kautilya Apartment, Raj Bhavan Quarters Colony,
Somajiguda, Hyderabad, Telangana 500082 as Statutory Auditors for a
term of 5 (Five) consecutive years i.e. till the conclusion of the 28th
AGM as per the provisions of Section 139 of the Companies Act, 2013 and
the rules made thereunder.
COST AUDITORS
The Cost Auditors M/s. K.K. Rao & Associates, Cost Accountants,
Hyderabad has submitted the Cost Audit Report for the Financial Year
ended 31st March, 2014 to the Board and the said report should be filed
with the Central Government on or before 30th September, 2014.
The Board has reappointed M/s. K.K. Rao & Associates, Cost Accountants
as the Cost Auditor to carry out the Cost Audit of the Company for the
financial year 2014-15.
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration exceeding the limits as
specified under the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended time to time.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Section 217 (1) (e) of the Companies Act
1956, read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 with respect to Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo is
appended hereto and forms part of this report as Annexure - A.
REPLY TO ADVERSE REMARKS OF AUDITORS'' REPORT
With regard to qualified opinion on trade receivables which includes
certain trade receivables amounting to Rs. 3,11,63,794/- which are
overdue and outstanding for a period of more than one year, the
management believes that the same are fully recoverable as it is and
the company is in the process of collecting the amounts and no
provisions are required as on date.
Point No. 9 (a) of Annexure to Auditors'' Report, with regard to
irregularity and serious delays in remitting the Provident fund,
Employees State Insurance, Service Tax, Income Tax, Customs Duty Excise
duty, Sales tax and other material statutory dues were due to working
capital constraints.
Point No. 11 of Annexure to Auditors'' Report, on default/delays in
payment of dues to bankers and financial institution are also owing to
working capital constraints. However, there are no overdues to banks
and Financial Institutions as on date.
CORPORATE GOVERNANCE
Your Company is fully committed to the philosophy of transparency and
believes in conducting its business with due compliance of all the
applicable laws, rules and regulations. Pursuant to Clause 49 of the
Listing Agreement, a report on Corporate Governance along with
Practicing Company Secretary Certificate on its compliance, a
certificate of the Chairman regarding adoption of Code of Conduct and
Certificate by the Whole Time Director and CFO in respect of financial
reporting is given in the Annexure - B, Annexure- C, Annexure-D and
Annexure - E respectively which forms part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
According to Section 217 (2AA) of the Companies Act, 1956 your
directors state:
(i) that in the preparation of Annual Accounts for the year ended 31st
March, 2014, the applicable accounting standards have been followed
along with the proper explanation relating to material departures:
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year ended 31st
March, 2014 and of the profit and 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 this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities:
(iv) that the directors have prepared the annual accounts on a going
concern basis.
PUBLIC DEPOSITS
The Company has not accepted any deposits as per Section 58A of the
Companies Act, 1956 during the year under review.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation
and gratitude to all Financial Institutions, Company''s Bankers,
Shareholders, Government Agencies, Suppliers, Customers Co-operation
and support during the year and their confidence in its management. The
Directors wish to convey their appreciation to all the employees for
their enormous personal efforts as well as their collective
contribution to the Company''s performance. The Directors are also
thankful to all other stakeholders for their valuable sustained support
to the Company.
By Order of the Board
Place: Hyderabad T. Sandeep Kumar Reddy
Date: 14.08.2014 Chairman
Mar 31, 2012
To The Members of Gayatri BioOrganics Limited
The Directors present the Twenty First Annual Report along with the
Audited Financial Statements and the Auditor's Report thereon for the
period ended 31st March, 2012.
FINANCIAL RESULTS (Rs. in lakhs)
31.03.2012 31.03.2011
Net Sale Income from Operations 12880.08 8,652.64
Other Operating Income 211.26 59.11
Income from operations 13091.31 8,711.75
Other Income 8.96 31.40
Total Income 13100.26 8,743.15
Total Expenditure 12238.09 7,798.38
Finance Charges 763.96 312.81
Depreciation 378.76 306.39
Provision for Taxation - 38.50
Net Profit / (Loss) (280.54) 287.07
PERFORMANCE DURING THE YEAR UNDER REVIEW
STARCH DIVISION
The performance of this plant is better when compared to the previous
year as the Company crushed 81,536 MTs maize as against 53,730 MTs
maize during the previous year. The management is also trying to
achieve 100% installed Capacity of both Units of the Company.
SORBITOL DIVISION:
The Company produced 7,325 MTs of Sorbitol during the Financial Year
ended 31st March, 2012 which is nearly 86% of the installed capacity.
The Company also targeting to achieve 100% installed capacity of the
Sorbitol Plant.
The Company registered good business in terms of turnover but the
operations of the Company for the whole Financial Year recorded a net
loss due to High cost of Raw Material and unremunerative pricing of
finished products of the Company. There has been a general slump in the
Starch market because of lack of demand from textile industry, which is
one of the largest consumers.
EXPORTS
The Company made exports of Starch amounting to Rs. 2,74,63,666/-
during the year and the company is foreseeing good opportunities in
export market for the years to come.
OUTLOOK FOR THE FINANCIAL YEAR 2012-13
It is gratifying to say that the products of this Company are well
accepted in the market and are being patronized by the major clients.
The Company is hopeful of achieving 100% of the installed capacity of
both the units. However, the maize crop during the year in the state is
low and there is shortage of Maize and we are hopeful that the market
will be settled in the second half of the year.
Your company has completed expansion of the production capacity
recently. With this expansion the crushing Capacity is enhanced to
135000 MTPA. Further, Two more Auto claves have been installed in
Sorbitol division. As a result, the Sorbitol production can go up to
16000 MTPA. To overcome power shortage, the company is proposing to
install a 3 MW power plant at Nandikandi Unit.
CAUTIONARY STATEMENT:
Statements in this "Management Discussion & Analysis" may be
considered to be "forward looking statements" only. Actual results
could differ materially from those expressed or implied within the
meaning of applicable securities laws or regulations.
LISTING OF SECURITIES
(a) The Company's Shares are listed with Bombay Stock Exchange
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023.
(b) The Company paid Listing fees for the year 2012-13 to Bombay Stock
Exchange Limited.
DIRECTORS
Sri. T.R. Rajagopalan, who retires by rotation at the ensuing Annual
General Meeting is eligible for reappointment and offered himself for
re appointment
Sri. J.N. Karamchetti, who retires by rotation at the ensuing Annual
General Meeting is eligible for reappointment and offered himself for
re appointment
Smt. T. Sarita Reddy, who retires rotation at the ensuing Annual
General Meeting is eligible for reappointment and offered herself for
re appointment.
APPOINTMENT OF AUDITORS
The Members are requested to consider the re-appointment of M/s. B S R
and Co, Chartered Accountants as Statutory Auditors from this Annual
General Meeting to the conclusion of the next Annual General Meeting.
The Board recommends their re-appointment.
COST AUDITORS
The Board of directors re-appointed M/s. Narasimha Murthy & Co, Cost
Accountants, 3-6-365, 104 &105, Pavani Estates, Y.V.Rao Mansion,
HimayathNagar, Hyderabad- 500 029, A. P. as cost auditors to carry out
the Cost Audit for the Financial Year 2012-13.
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration exceeding the limits as
specified under the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended time to time.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 217 (1) (e) of the Companies Act
1956, read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 with respect to Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo is
appended hereto and forms part of this report as Annexure - A.
AUDITORS REPORT
With regard to Point No. ix (a) of Annexure to Auditors' Report,
there have been slight delays in remitting the Provident fund,
Employees State Insurance, Service Tax, Income Tax, Excise duty and
Sales tax due to administrative reasons.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate
Governance along with Company Secretary Certificate on its compliance,
certificate of the Chairman regarding adoption of Code of Conduct and
Certificate by the Chairman and Vice President (Operations) in respect
of financial reporting is given in the Annexure - B, Annexure- C,
Annexure-D and Annexure - E respectively which forms part of this
report.
The Ministry of Corporate Affairs has announced the Corporate
Governance Voluntary Guidelines 2009. The preamble mentioned about good
practices for adoption by the Companies, which are in addition to the
existing ones and recommendatory in nature.
Your Company has reviewed the above guidelines to ensure the adherence
of the same voluntarily to the extent possible, in line with the
requirements. Accordingly, the recommendatory voluntary guideline
pertaining to the tenure of Independent Director for a period not
exceeding 6 years, the attention of the members drawn to the fact that
in your Company the tenure of Sri P. Maruthi Babu and Sri. T.G. Pandya,
as Independent Directors was crossed the recommendatory limit of 6
years. However, the Board felt the valuable guidance and contributions
made by both the directors during their tenure as Independent directors
in the growth of the Company are invaluable and decided to avail their
guidance and wisdom for some more time for the better performance of
the Company in the years to come. Hence, the Company could not able to
adhere to the above referred recommendatory Corporate Governance
Voluntary Guideline for the time being.
DIRECTORS' RESPONSIBILITY STATEMENT:
According to Section 217 (2AA) of the Companies Act, 1956 your
directors state:
(i) that in the preparation of Annual Accounts for the year ended 31st
March, 2012, the applicable accounting standards have been followed
along with the proper explanation relating to material departures:
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year ended 31st
March, 2012 and of the profit and 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 this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities:
(iv) that the directors have prepared the annual accounts on a going
concern basis.
PUBLIC DEPOSITS:
The Company has not accepted any deposits as per Section 58A of the
Companies Act, 1956 during the year under review.
ACKNOWLEDGEMENTS:
Your Directors would like to place on record their sincere appreciation
and gratitude to Financial Institutions, Bankers, Shareholders,
Government Agencies, Suppliers, Customers and the Employees of the
Company for their Co-operation and support during the year.
By Order of the Board
Place: Hyderabad T. Sandeep Kumar Reddy
Date: 13.08.2012 Chairman
Mar 31, 2011
The Members of
Gayatri Bio Organics Limited
The Directors present the Twentieth Annual Report along with the
Audited Financial Statements and the Auditor's Report thereon for the
period ended 31st March, 2011.
FINANCIAL RESULTS Rs. in lakhs
31.03.2011 31.03.2010
Income from Operations 8,652.64 6,164.41
Other Income 90.51 62.67
Total Income 8,743.16 6,227.08
Total Expenditure 7,798.38 5,698.64
Finance Charges 312.81 84.58
Depreciation 306.39 294.68
Provision for Taxation 38.50 -
Net Profit / (Loss) 287.07 149.18
PERFORMANCE DURING THE YEAR UNDER REVIEW
SORBITOL DIVISION
The Company produced 7,313 MTs of Sorbitol during the Financial Year
ended 31st March, 2011 which is nearly 85.53 % of the installed
capacity. The Company also targeted achieving 100% installed capacity
of the Sorbitol Plant and succeeded in achieving the same by end of the
quarter.
STARCH DEPARTMENT
Even though the performance of this plant is better when compared to
previous year, there is still scope for improvement if the market
conditions are more conducive. The Company crushed 53,730 MTs maize as
against 40,007 MTs maize during the previous year.
The Company has also acquired another existing Starch Plant with a
installed capacity of 45000 MTPA located at Balabhadrapuram Village,
Biccavole Mandal, East Godavari District, Andhra Pradesh and also
commenced the commercial production at the said unit. The benefits from
this unit is expected to accrue from the second half of the year.
EXPORTS
The Company did not do any exports during the year since the prices in
international markets continue to be un- remunerative.
OUTLOOK FOR THE FINANCIAL YEAR 2010-11
It is gratifying to say that the products of this Company are well
accepted in the market and are being patronized by the major clients.
The Company is hopeful of achieving 100% of the installed capacity.
The maize crop during the year in the state is good and bumper harvest
is expected. With this scenario we are hopeful of achieving higher
operational levels at both the units of the company.
LISTING OF SECURITIES
(a) The Company's Shares are listed with Bombay Stock Exchange Limited,
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023.
(b) The Company paid Listing fees for the year 2011-12 to Bombay Stock
Exchange Limited.
DIRECTORS
Sri. T.G. Pandya, who retires by rotation at the ensuing Annual General
Meeting is eligible for reappointment and offered himself for re
appointment
Sri. P.Maruthi Babu, who retires by rotation at the ensuing Annual
General Meeting is eligible for reappointment and offered himself for
re appointment
Sri. T. Sandeep Kumar Reddy, who retires rotation at the ensuing Annual
General Meeting is eligible for reappointment and offered himself for
re appointment.
Sri. C.V. Rayudu, Additional Director be regularized as Director at the
ensuing General Meeting and his appointment as a Whole time Director
also put before the members for their approval at ensuing Annual
General Meeting.
APPOINTMENT OF AUDITORS
The Members are requested to consider the re-appointment of M/s. B S R
and Co, Chartered Accountants as Statutory Auditors from this Annual
General Meeting to the conclusion of the next Annual General Meeting.
The Board recommends their re-appointment.
COST AUDITORS
The Board of directors during the year appointed M/s. Narasimha Murthy
& Co, Cost Accountants, 3-6-365, 104 & 105, Pavani Estates, Y.V. Rao
Mansion, Himayathnagar, Hyderabad 500029 as cost auditors for the
financial year 2010-11.
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration exceeding the limits as
specified under the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended time to time.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 217 (1) (e) of the Companies Act
1956, read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 with respect to Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo is
appended hereto and forms part of this report as Annexure - A.
AUDITORS REPORT
With regard to Point No. ix (a) of Annexure to Auditor's Report, there
was a slight delays in remitting the Provident fund, Employees State
Insurance and Sales tax due to administrative reasons. However, there
were no outstanding dues to above authorities as on date except to
Service Tax authorities for an amount of Rs 86,267/-.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate
Governance along with Company Secretary Certificate on its compliance,
certificate of the Chairman regarding adoption of Code of Conduct and
Certificate by
Whole Time Director and GM (Finance) in respect of financial reporting
is given in the Annexure - B, Annexure- C, Annexure-D and Annexure - E
respectively which forms part of this report.
The Ministry of Corporate Affairs has announced the Corporate
Governance Voluntary Guidelines 2009. The preamble mentioned about good
practices for adoption by the Companies, which are in addition to the
existing ones and recommendatory in nature.
Your Company has reviewed the above guidelines to ensure the adherence
of the same voluntarily to the extent possible, in line with the
requirements. Accordingly, the recommendatory voluntary guideline
pertaining to the tenure of Independent Director for a period not
exceeding 6 years, the attention of the members drawn to the fact that
in your Company the tenure of Sri P. Maruthi Babu and Sri. T.G. Pandya,
as Independent Directors was crossed the recommendatory limit of 6
years. However, the Board felt the valuable guidance and contributions
made by both the directors during their tenure as Independent directors
in the growth of the Company are invaluable and decided to avail their
guidance and wisdom for some more time for the better performance of
the Company in the years to come. Hence, the Company could not able to
adhere to the above referred recommendatory Corporate Governance
Voluntary Guideline for the time being.
Sri. C.V. Rayudu, Additional Director be regularized as Director at the
ensuing General Meeting and his appointment as a Whole time Director
also put before the members for their approval at ensuing Annual
General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
According to Section 217 (2AA) of the Companies Act, 1956 your
directors state:
(i) that in the preparation of Annual Accounts for the year ended 31st
March, 2011, the applicable accounting standards have been followed
along with the proper explanation relating to material departures:
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year ended 31st
March, 2011 and of the profit and 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 this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities:
(iv) that the directors have prepared the annual accounts on a going
concern basis.
PUBLIC DEPOSITS:
The Company has not accepted any deposits as per Section 58A of the
Companies Act, 1956 during the year under review.
ACKNOWLEDGEMENTS:
Your Directors would like to place on record their sincere appreciation
and gratitude to all Financial Institutions, Company's Bankers,
Shareholders, Government Agencies, Suppliers, Customers and all the
Employees of the Company for their Co-operation and support during the
year.
By Order of the Board
Sd/-
Place: Hyderabad T. Sandeep Kumar Reddy
Date: 11.08.2011 Chairman