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Directors Report of Hindustan Foods Ltd.

Mar 31, 2015

The Members,

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company and the audited financial accounts for the year ended March 31, 2015.

Financial Results Rsin lacs For the twelve For the six months ended months ended March 31, 2015 March 31, 2014

Profit for the year before Finance charges and depreciation 535.06 49.72

Less: Finance charges 155.14 68.55

Profit/(Loss) before depreciation 379.92 (118.27)

Less: Depreciation 129.68 14.68

Profit/(Loss) for the year after Finance charges and depreciation 250.24 (132.96)

Less: Surplus B/F from statement of Profit & Loss of previous year (905.33) (772.37)

Add: Value of Fixed Assets with useful life completed w/off (1.89) -

Balance carried to Balance Sheet (656.98) (905.33)

Transfer to Reserves

The Company did not transfer any amounts to the general reserve during the year.

Year in Retrospect

During the year under review, the Company continued the manufacturing of snack food 'Kurkure' for M/s. Pepsico India Holdings Pvt. Ltd. Over the year, the quantities produced saw a remarkable increase.

The Company has been able to record significant increase in the baby food business as well. An important milestone has been the manufacturing of the finished products 'Farex', 'Easum' and 'First Food', the infant food brands of M/s. Nutricia International Pvt. Ltd., for which the Company used to manufacture only the extruded base in the previous years.

For the Financial Year ended March 31, 2015, the Company achieved better results and reported turnover of '2,849.08 lacs and profit after tax of'250.24 lacs, after making certain financial adjustments and write-off.

Apart from the above, the Company has also entered into manufacturing and supply agreements with M/s. Mankind Pharma Ltd. and M/s. The Himalaya Drug Company.

Dividend

Considering the carry forward losses and in order to strengthen the Company's financials, your Directors do not recommend dividend for the year under review.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture and Associate Company.

Listing Information

The equity shares of your Company are listed on the Bombay Stock Exchange Limited (BSE).

The listing fees for the year 2015-2016 have been paid to BSE.

Accreditation

The Company holds Food Safety System Certification 22000 accreditation made by SGS United Kingdom Ltd.

Public Deposits

The Company has not accepted any public deposits during the year under review.

Changes in Directors and Key Managerial Personnel

During the year under review, your Board inducted Mrs. Pallavi S. Dempo as an Additional Director of the Company with effect from March 21,2015 in order to comply with the requirement of Section 149(1) of the Companies Act, 2013. In terms of Section 161 of the Companies Act 2013 she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing the appointment of Mrs. Pallavi S. Dempo as Director of the Company. Your Board has recommended the appointment of Mrs. Dempo as Director liable to retire by rotation.

Pursuant to Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Soiru V. Dempo, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended his re-appointment.

Brief resumes of the Directors being appointed / re-appointed together with other relevant details form part of the Notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the rules made there under, the Whole-time Director (designated as "Executive Director") Mr. Ganesh T. Argekar was designated / classified as whole-time Key Managerial Personnel of the Company and Mr. Kedarnath Swain of the Holding Company, Vanity Case (India) Pvt. Ltd. was appointed / designated as the Chief Financial Officer (CFO) and whole time Key Managerial Personnel of the Company during the year under review. Further, Mrs. Beena M. Mahambrey, ACS 18806, an Associate Member of the Institute of Company Secretaries of India was appointed as the Company Secretary and whole time Key Managerial Personnel of the Company with effect from May 26, 2015.

Number of meetings of the Board of Directors

The Board of Directors of the Company met 4 times during the year 2014-2015 i.e. on May 19, 2014, August 14, 2014, November 10, 2014 and February 11,2015.

The gap between two consecutive meetings did not exceed one hundred twenty days.

Audit Committee

The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report.

There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistleblower Policy for the employees to report their genuine concerns or grievances and the same has been uploaded on the website of the Company at www.hflgoa.com.

The Audit Committee of the Company oversees the Vigil Mechanism.

Independent Directors' Declarations

The independent Directors of the Company, viz. Mr. Dr. A. B. Prasad, Adv. Sudin M. Usgaonkar and Mr. Ashok N. Manjrekar have filed their declarations with the Company at the beginning of the financial year 2015-16 affirming that they continue to meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 in respect of their position as an "Independent Director" of Hindustan Foods Limited.

Directors' Responsibility Statement

As required by Section 134(5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Directors confirm that:

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

(b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) 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;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out the annual performance evaluation of its own performance, the Directors individually, Audit Committee and the Chairman of the Board, on various parameters like level of their engagement and contribution, independence of judgement, safeguarding the interest of the Company and its shareholders.

Nomination and Remuneration Committee

The composition, key objectives etc. of the Nomination and Remuneration Committee is provided in Corporate Governance Report which forms part of this Annual Report.

The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.hflgoa.com

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, the Company formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review.

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. A five member Internal Complaints Committee (ICC) has been constituted in accordance with the Act.

The ICC is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review there were no complaints referred to the ICC.

Auditors

The Auditors, R. Sundararaman & Co., were re-appointed as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years upto the conclusion of the 32nd Annual General Meeting in 2017. They are eligible for re-appointment for the financial year 2015-16. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting for a period upto the conclusion of the 32nd Annual General Meeting of the Company.

Auditors' Report

The notes on account referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further explanations or comments.

There are no qualifications, reservations or adverse remarks or disclaimer made in the Auditors' Report which requires any clarification or explanation.

Secretarial Audit

During the year under review, CS Sadashiv V. Shet, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31,2015. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments.

Internal Control System

The Board has laid down Internal Financial Controls within the meaning of the explanation to section 134 (5) (e) ("IFC") of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

Particulars of loans, guarantees or investments

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Related Party Transactions

There were no transactions with related parties during the year under review as defined under Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2 is not required. Further, there were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

As required under Clause 49 of the Listing Agreement, the Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on to the Company website www.hflgoa. com (Weblink: http://hflgoa.com/pdf/Related%20Party%20Transaction%20Policy_HINDUSTAN%20 FOODS%20LIMITED.pdf)

Particulars of Employees

None of the employees of the Company were in receipt of remuneration exceeding Rs60 lacs per annum or more throughout the year nor exceeding Rs5 lacs per month or more for part of the financial year 2014-15.

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31,2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 30th Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business hours on working days.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in the Annexure - I to this Report.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Risk Management

The Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure - II and forms an integral part of this Report

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed Corporate Governance Report is attached and forms part of this report.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of corporate governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this report.

Appreciation and Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company. For and on behalf of the Board of Directors Shrinivas V. Dempo Chairman Panaji, Goa, May 26, 2015. DIN: 00043413


Mar 31, 2014

Dear Members,

The Directors present the Twenty-Ninth Annual Report and the Audited Accounts of the Company for the Six months period ended 31st March, 2014.

Financial Results:

The Financial Results of the Company for the period under review are as follows: (Rs. in Lacs)

For the Six For the Twelve months ended months ended 31st March, 2014 30st September, 2013 Profit /(Loss) for the year before (49.72) (5.23)

Finance charges and depreciation 68.55 92.56

Finance charges (118.27) (97.79)

Profit /(Loss) before depreciation 14.68 22.43

Depreciation (132.95) (120.22)

Profit /(Loss) carried to Balance Sheet

Change in Shareholding (Holding Company) due to the Scheme of Amalgamation of Dempo Foods Pvt. Ltd. with Vanity Case India Pvt. Ltd.

During the year under review, Dempo Foods Pvt. Ltd., the Holding Company has merged / amalgamated in Vanity Case India Pvt. Ltd. in terms of the Bombay High Court Order dated 22nd November, 2013.

Consequent to the above amalgamation, the merged entity, Vanity Case India Pvt. Ltd. will hold 74.45% of the paid-up share capital of the Company and will be considered as "Promoter" / (New Holding Company) of Hindustan Foods Limited.

Company''s Activites:

During the period under report, the Company has continued to manufacture intermediate foods for third parties. Your Company recorded a net turnover of Rs.318 lacs and loss after tax of Rs.133 lacs.

The Company has started commercial production of snack food ''Kurkure'' from February, 2014 for M/s. Pepsico India Holdings Pvt. Ltd.

The Company has entered into a Manufacturing & Supply Agreement with M/s. Nutricia International Pvt. Ltd. to manufacture Weaning Cereals - Complementary Foods, for a period of 5 years.

Dividend:

In view of loss for the period under report and accumulated losses of previous years, the Directors regret their inability to recommend dividend.

Accreditation:

The Company continues to enjoy ISO 22000:2006 accreditation made by Bureau Veritas.

Public Deposits:

Your Company has not accepted or renewed any fixed deposits from the public during the period under report.

Directors:

In terms of the Articles of Association of the Company, Dr. Asht Bhuja Prasad, Director, retires at the ensuing Annual General Meeting.

The Company has received requisite notice in writing from a member proposing Dr. Asht Bhuja Prasad for appointment as an Independent Director under the Companies Act, 2013, not liable to retire by rotation.

The Company has also received requisite notices in writing from a member proposing to appoint Adv. Sudin M. Usgaonkar and Mr. Ashok N. Manjrekar (currently Directors of the Company liable to retire by rotation) for appointment as Independent Directors under the Companies Act 2013, not liable to retire by rotation.

The Company has received declarations from the Independent Directors proposed to be appointed at the forthcoming Annual General Meeting confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing agreement with the stock exchange.

In order to adhere to the new provisions of the Companies Act, 2013, Mr. Soiru V. Dempo resigned as Executive Director of the Company with effect from May 19,2014. Accordingly, the Board of Directors of the Company at their meeting held on May 19, 2014 appointed Mr. Soiru V. Dempo as an Additional Director effective from May 19,2014. Mr. Dempo holds office up to the date of the ensuing Annual General Meeting but is eligible for reappointment.

Consequent to the resignation of Mr. Soiru V. Dempo as Executive Director of the Company, the Board of Directors of the Company at their meeting held on May 19, 2014 appointed Mr. Ganesh T. Argekar as an Additional Director and Whole-time Director with the designation "Executive Director" effective from May 19, 2014 for a period of three years. His appointment is subject to the approval of the Members of the Company.

Directors'' Responsibility Statement:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

a) In the preparation of accounts for the Six months period ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 Six months period and of the loss of the Company for the period under review;

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

d) The Directors have prepared the accounts for the Six months period ended 31st March, 2014 on a going concern basis.

Auditors :

The Auditors, R. Sundararaman & Co., Chartered Accountants, Chennai retire at the ensuing Annual General Meeting and have confirmed their availability within the limits of Section 139(1) of the Companies Act, 2013.

The Board recommends their appointment as Statutory Auditors of the Company Particulars of Employees:

None of the employees of the Company was in receipt of remuneration exceeding the limit prescribed in the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956.

Particulars of Conservation of Energy etc.:

In terms of Section 217(1 )(e) of the Companies Act, 1956 [as amended] and the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the additional information, as required, is furnished as Annexure forming part of this Report.

Auditors Report:

In respect of the observations of the auditors in their report, the relevant financial notes are self- explanatory.

Corporate Governance :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report and a report on Corporate Governance are provided in separate sections as a part of this Annual Report. A Certificate from the Statutory Auditors of the Company certifying the Company''s compliance with the requirement of corporate governance in terms of Clause 49 of the Listing Agreement with the Stock Exchange is also annexed to the section on Corporate Governance.

Acknowledgments :

Your Directors also place on record their deep appreciation for the valuable support and guidance from M/s. Vanity Case India Pvt. Ltd., the holding company from time to time as well as Bank of Maharashtra, the bankers.

The Directors acknowledge the co-operation and contribution of the employees of the Company.

For and on behalf of the Board of Directors

Ganesh T. Argekar Executive Director Panaji Dated: 14th August, 2014


Sep 30, 2013

The Directors present the Twenty-Eighth Annual Report and the Audited Accounts of the Company for the twelve months period ended 30th September, 2013.

Financial Results:

The Financial Results of the Company for the period under review are as follows:

(Rs. in Lacs)

For the Twelve For the Eighteen months ended months ended 30th September, 2013 30th September, 2012

Profit /(Loss) for the year before

Finance charges and depreciation (5.23) (60.00)

Finance charges 92.56 71.58

Profit/(Loss) before depreciation (97.79) (131.58)

Depreciation 22.43 31.96

Profit/(Loss) carried to Balance Sheet (120.22) (163.54)

Consolidation of Promoter Group holding in one Company :

During the year, the Promoter Group holding in the Company consisting of 37,22,294 equity shares held by M/s. V. S. Dempo Holdings Pvt. Ltd., M/s. Marmagoa Shipping & Stevedoring Co. Pvt. Ltd., M/s. Dempo Industries Pvt. Ltd., and M/s. Motown Investments Pvt. Ltd., were consolidated and transferred to M/s. Dempo Foods Pvt. Ltd. as inter se transfer amongst qualifying parties. The Promoter Group holding in the Company remains intact to 74.45% of paid-up equity capital.

Company''s Activates:

During the period under report, the Company has continued to manufacture intermediate foods for third parties. Your Company recorded a net turnover of Rs.603 lacs and loss after tax of Rs.120 lacs.

The Company has entered into :

i) Manufacturing and Supply Agreement with Pepsico India Holdings Private Ltd. to manufacture on monthly basis, mainly Kurkure Extruded Products and any other products as may be mutually agreed in future, under the trademark of "Pepsico" for a period up to 30/06/2014.

ii) Manufacturing & Supply Agreement with M/s. Mankind Pharma Ltd. to manufacture its product under the brand name "Tomilac Powder" for a period upto 16/09/2015.

iii) Manufacturing & Supply Agreement with M/s. Himalaya Drug Company to manufacture its product under the brand name "Hiowna" for a period upto 01/09/2018.

Dividend :

In view of loss for the period under report and accumulated losses of previous years, the Directors regret their inability to recommend dividend.

Accreditation:

The Company continues to enjoy ISO 22000:2006 accreditation made by Bureau Veritas.

Public Deposits:

Your Company has not accepted or renewed any fixed deposits from the public during the period under report.

Directors :

In terms of the Articles of Association of the Company, Mr. Ashok N. Manjrekar, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

a) In the preparation of accounts for the twelve months period ended 30m September, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 twelve months period and of the loss of the Company for the period under review;

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

d) The Directors have prepared the accounts for the twelve months period ended 30th September, 2013 on a going concern basis.

Auditors :

Auditors of the Company, R. Sundararaman & Co., Chartered Accountants, Chennai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Particulars of Employees:

None of the employees of the Company was in receipt of remuneration exceeding the limit prescribed in the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956.

Particulars of Conservation of Energy etc.:

In terms of Section 217(1)(e) of the Companies Act, 1956 [as amended] and the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the additional information, as required, is furnished as Annexure forming part of this Report.

Auditors Report:

In respect of the observations of the auditors in their report, the relevant financial notes are self- explanatory.

Corporate Governance :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report and a report on Corporate Governance are provided in separate sections as a part of this Annual Report. A Certificate from the Statutory Auditors of the Company certifying the Company''s compliance with the requirement of corporate governance in terms of Clause 49 of the Listing Agreement with the Stock Exchange is also annexed to the section on Corporate Governance.

Acknowledgments :

Your Directors also place on record their deep appreciation for the valuable support and guidance from M/s. Dempo Foods Pvt. Ltd., the holding company from time to time as well as Bank of Maharashtra, the bankers. ''

The Directors acknowledge the co-operation and contribution of the employees of the Company.

For and on behalf of Board of Directors

Soiru V. Dempo

Executive Director

Panaji

Dated : 15th November, 2013


Mar 31, 2011

The Directors have pleasure in presenting their Twenty-Sixth Annual Report and the Audited statements of accounts of the Company for the year ended 31st March, 2011.

Operations :

The Company has manufactured intermediate foods for Third Parties, during the year under review.

Financial Results : 2010-2011 2009-2010 (Rs. in lacs) (Rs. in lacs) Profit/(Loss) for the year before

Finance charges and depreciation 41.60 (1.01)

Finance charges 13.46 27.87 Profit/(Loss) before depreciation 28.14 (28.88)

Depreciation 22.26 32.82

Profit carried to Balance Sheet 5.88 (61.40)

Dividend :

In view of accumulated losses, your Directors do not recommend any dividend for the year under review.

Directors:

Mr. Ashok N. Manjrekar and Dr. A. B. Prasad retire by rotation and are eligible for re-appointment, which the Board recommends. The Board has re-appointed Mr. Soiru V. Dempo as a Whole-time Director (designated as "Executive Director") for a period of three years w.e.f. 1st April, 2011. Your approval to the said re-appointment is sought vide resolution set out in Item No. 5 of the accompanying Notice.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

Particulars of Employees :

None of the employees of the Company was in receipt of remuneration exceeding the limit prescribed in the Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956.

Particulars of Conservation of Energy etc.:

In terms of Section 217(1)(e) of the Companies Act, 1956 [as amended] and the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the additional information, as required, is furnished as Annexure forming part of this Report.

Auditors :

Auditors of the Company M/s. R. Sundararaman & Co., Chartered Accountants, Chennai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Auditors Report:

In respect of the observations of the auditors in their report, the relevant financial notes are self- explanatory.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report and a report on Corporate Governance are provided in separate sections as a part of this Annual Report. A Certificate from the Statutory Auditors of the Company certifying the Company's compliance with the requirement of corporate governance in terms of Clause 49 of the Listing Agreement with the Stock Exchange is also annexed to the section on Corporate Governance.

Acknowledgments :

Your Directors place on record their appreciation of the continuing business relationship by M/s. Lockhart Limited.

Your Directors also place on record their deep appreciation for the valuable support and guidance from M/s. V. S. Dempo Holdings Pvt. Ltd., the holding company from time-to-time as well as Bank of Maharashtra, the bankers.

The Directors acknowledge the co-operation and contribution of the employees of the Company.

For and on behalf of Board of Directors

Place : Panaji SOIRUV. DEMPO

Date : 30th July, 2011 Executive Director


Mar 31, 2010

The Directors have pleasure in presenting their Twenty-fifth Annual Report and the Audited statements of accounts of the Company for the year ended 31 st March, 2010.

Operations :

During the year under review, the Company has launched its brand BONNY MIX in selective markets.

Financial Results :

2009-2010 2008-2009

(Rs. in Lacs) (Rs. in Lacs)

Profit/(Loss) for the year before

Finance charges and depreciation: (1.01) 8.75

Finance charges 27.87 29.08

Profit/(Loss) before depreciation (28.88) (20.33)

Depreciation 32.82 30.98

Loss Carried to Balance Sheet (61.40) (51.31)

Dividend :

In view of accumulated losses, your Directors do not recommend any dividend for the year under review.

Directors :

Mr. N. C. Chaudhuri and Adv. Sudin M. Usgaonkar retire by rotation and are eligible for re-appointment, which the Board recommends.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for the year under review;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

Particulars of Employees:

None of the employees of the Company was in receipt of remuneration exceeding the limit prescribed in the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956.

Particulars of Conservation of Energy etc.:

In terms of Section 217(1 )(e) of the Companies Act, 1956 [as amended] and the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the additional information, as required, is furnished as Annexure forming part of this Report.

Auditors :

Auditors of the Company M/s. R. Sundararaman & Co., Chartered Accountants, Chennai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Auditors Report:

In respect of the observations of the auditors in their report, the relevant financial notes are self- explanatory.

Corporate Governance :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report and a report on Corporate Governance are provided in separate sections as a part of this Annual Report. A Certificate from the Statutory Auditors of the Company certifying the Companys compliance with the requirement of corporate governance in terms of Clause 49 of the Listing Agreement with the Stock Exchange is also annexed to the section on Corporate Governance.

Acknowledgments :

Your Directors place on record their appreciation of the continuing business relationship by M/s. Wockhardt Limited.

Your Directors also place on record their deep appreciation for the valuable support and guidance from M/s. Esmeralda Investments Pvt. Ltd., the holding company from time to time as well as Bank of Maharashtra, the bankers.

The Directors acknowledge the co-operation and contribution of the employees of the Company.

For and on behalf of Board of Directors



Place Panaji Soiru V. Dempo

Date 25th May, 2010 Executive Director

 
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