Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting 58th Annual Report together
with the Audited Statement of Accounts for the financial year ended
31st March, 2014.
(Amount in Rs.)
FINANCIAL RESULTS: Current Previous
year year
(2013-14) (2012-13)
(Loss)/Profit for the year before
providing for
Depreciation and interest and (60,68,680) 19,42,629
exceptional items
Less : Interest 77,791 (41,07,754)
Less: Depreciation 5,04,021 (6,61,745)
Loss after Depreciation & Interest (66,50,682) (28,26,870)
Add : Exceptional income - (7,01,992)
Provision for taxation - -
Loss after tax (66,50,682) (21,24,878)
Accumulated loss brought forward (4,58,32,326) (4,37,07,448)
from previous year
Profit & Loss a/c amount carried (5,24,83,018) (4,58,32,326)
forward to balance sheet
DIVIDEND:
Your Directors express their inability to recommend declaration of any
dividend for the year ended 31st March, 2014 due to losses.
OPERATIONS:
As you are aware the Company has already exited from its solvent
extraction business and is looking for diversification in new business
areas. However, the new business development has not fructified in view
of dull economic scenario with policy paralysis in the country which
has discouraged the management to conceive and enter into new business
areas. Also various key business factors like high cost of finance,
general inflationary pressure, recession in most of market areas,
sluggish demand; increased need of working capital etc. has not
provided appropriate opportunity to the management of the Company for
diversifying into new business areas.
The performance of the Company was not satisfactory since practically
there was no business except for small trading activities carried out
during the financial year ended on 31st March 2014. The Company
operations resulted in a turnover of Rs. 1.48 Cr as against Rs. 2.91 Cr
for the previous year. The loss before interest and depreciation
amounted to Rs.60.69 lacs as against profit of Rs.19.43 Lacs in the
previous year. The net loss for the year ended amounted to Rs.66.51
lacs..
PROSPECTS & DEVELOPMENTS:
Your directors are of the view that with new government coming into
India, the overall business climate will improve over next couple of
quarters with new policy decisions and growth oriented measures
expected to be considered by the new government. Subject to
satisfactory business friendly and stable policies by the new
government, improvement in overall business climate and confidence
together with increase in foreign demand, the management expects to
enter into chemical and trading business during the financial year
2014-15 which will help them to diversify and establish into new
business areas successfully. The main focus areas are chemicals,
trading and distribution network.
The Board and the Management of the Company are confident of getting
diversified into new business areas in due course with a view to
enhance stakeholder's value and create sustainable business model for
the future of the Company.
DIRECTORATE:
As per the provisions of Section 149(1) of the Companies Act, 2013
('the Act') and amended Clause 49 of the Listing Agreement (coming into
effect from 1st October, 2014) the Company should have at least one
women director. In terms of the Section 161(1) of the act and Articles
of the Association of the Company ,the Board of Directors appointed
Smt. Gayatri P. Jhaveri as an Additional Director who shall hold office
upto the date of ensuing Annual General Meeting of the Company. Keeping
in the view the above legal requirements and in deference to Company's
shareholders' wishes, the Board of Directors have proposed to appoint
Smt. Gayatri P. Jhaveri as a Director of the Company. The Board
recommends her appointment in the ensuing Annual General Meeting.
Pursuant to provisions of Section 149 and all other applicable
provisions of the Companies Act, 2013 and also with the listing
agreement, your directors are seeking appointment of Shri Anand R.
Dalai, Shri Amit B. Shah and Shri Asit D. Javeri as an Independent
Directors of the Company. During the year Shri Ankur M. Maneck retires
by rotation and being eligible offers himself for re-appointment.
With effect from 8th August, 2014, Shri Shantilal B. Jhaveri has
resigned as a Chairman & Managing Director of the Company. The board
appreciates and takes on record his significant contribution to the
Company's growth and challenges during his term for more than five
decades. Considering his visionary approach and contribution made for
the Company's growth the Board has decided to designate him as a
Chairman Emeritus who shall be non executive and non board member and
has requested him to provide his valuable guidance, advice, expertise
and long standing experience from time to time for the benefits of the
Company.
Considering above developments, the board has re-designated Shri Priyam
S. Jhaveri as a Chairman & Managing Director of the Company with effect
from 8th August 2014 without any change in his terms of appointment as
approved by the shareholders in their meeting held on 13th September
2013.
Necessary details for said appointment have been provided in the notice
of the 58,h Annual General Meeting.
CORPORATE GOVERNANCE
The information pursuant to Clause 49 of the Listing Agreement with the
Stock Exchange is forming part of this report.
PARTICULARS OF THE EMPLOYEES:
There are no employees to whom the disclosure requirements u/s. 217(2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended apply.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information as per Section 217(2A) of the Companies Act, 2013 read
with the Companies (Disclosure of particulars in the report to the
Board of Directors) Rules, 1988 is not applicable since the Company has
not carried out any manufacturing activity during the year.
DEPOSITS:
There are no deposits which is outstanding neither the Company has
accepted any deposits.
INSURANCE:
All the properties and insurable interest of the Company are adequately
insured.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956 the
Directors hereby confirm that:
i) in the preparation of the Annual Accounts, 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 judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss of the
Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
to the best of their knowledge and ability;
iv) the Directors have prepared the Annual Accounts on a "Going
Concern" basis.
EXPLANATION ON AUDITORS REPORT:
The notes to the accounts referred to in the Auditors Report are self
explanatory and therefore do not call for any separate or further
comments or explanations.
AUDITORS:
Thingna & Contractor, Chartered Accountants, a retiring auditor of the
Company has been merged with Walker Chandiok & Co. LLP, Chartered
Accountants. The Company has received special notice under Section
140(4) of the Companies Act, 2013 for appointment of Walker Chandiok &
Co. LLP, Chartered Accountants in place of retiring auditors Thingna &
Contractor, Chartered Accountants. Accordingly resolution has been
proposed for the appointment of Walker Chandiok & Co. LLP, Chartered
Accountants as statutory auditor of the Company in terms of Section 139
of the Companies Act, 2013 along with the Rules framed there under for
a period of 5 years subject to ratification of their appointment at
every Annual General Meetings.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
continued support received from stakeholders, employees at all levels
and associates of the Company.
For and on behalf of the Board
Place: Mumbai Priyam S. Jhaveri
Dated: 8th August, 2014 Chairman & Managing Director
Mar 31, 2012
To, The Members of INDIAN EXTRACTIONS LIMITED
The Directors have pleasure in presenting 56th Annual Report together
with the Audited Statement of Accounts for the financial year ended
31st March, 2012.
FINANCIAL RESULTS: Current Previous
Year Year
Rs. Rs.
Loss for the year before providing for
Depreciation and (80,46,736) (41,99,842)
interest and exceptional items
Less: Interest (2,06,29,852) (2,23,53,781)
Less: Depreciation (21,46,205) (69,99,591)
Loss after Depreciation (3,08,22,793) (3,35,53,224)
FINANCIAL RESULTS: Current Previous
Year Year
Rs. Rs.
Add: Exceptional Income 3,12,59,990 3,84,72,000
Provision for taxation - -
Profit after tax 4,37,197 49,18,776
Accumulated loss brought forward
from previous year (4,41,44,645) (4,90,63,421)
Profit & Loss a/c amount
carried forward to balance sheet (4,37,07,448) (4,41,44,645)
DIVIDEND:
Your Directors express their inability to recommend declaration of any
dividend for the year ended 31s1 March, 2012 due to losses.
OPERATIONS:
The solvent extraction industry has faced another difficult year and
particularly for such Companies carrying manufacturing operating into
Saurashtra belt of Gujarat found it very difficult to run plants due to
low availability of groundnut crops. Your Company was also not an
exception to various other uncontrollable variables like disparity in
the pricing, volatile foreign exchange, low availability of feedstock,
bumper crop in US, Brazil, Argentina etc. resulting into supply at a
below cost price in the international market etc. and it was difficult
to carry viable business operations. Also it was practically impossible
for the Company to run our size of solvent extraction unit and
refinery. Government policy to permit huge import of refined oil from
neighboring countries, farmers preference for other crop over
groundnut, diversion of groundnut crop for use as eatable thereby
restricting availability for crushing and refinery use etc. factors has
resulted operations for stand alone solvent extraction unit and related
refinery practically difficult and unviable. All these adverse factors
has resulted into very limited plant utilizations during last couple of
years and resulted into continuous losses during last couple of years
and that too during financial year 2011-12.
Considering the prolonged situation and with a view to protect
stakeholders' value, the management has completely stopped the
manufacturing unit for solvent extraction and refinery and exited from
its core business of solvent extraction and refinery. Also to cut
losses and repay banking liabilities, the assets of manufacturing
business being land, building, plant & machinery and brand name are
sold during the current financial year and the proceeds of the same has
been utilized tp repay banking debt. As on date of report, the Company
is having only outstanding debt of Rs. 936.56 lacs from Union Bank of
India and the same will be repaid very shortly. The promoters have also
infused funds as Zero Coupon Convertible Preference Shares to partly
fund losses as well as meet bank debt repayments. The same has been
communicated earlier by the board and also necessary approvals from
stakeholders have been availed.
During the year the Company was not able to process any Solvent
Extractions and edible oil due to non availability of feedstock and
viability of business as compared to that in previous year 5557 MT of
Solvent Extractions and 6106 MT of edible oil was processed. The
management has also sold its stock and also carried out chemical
exports which have supported to keep operations of the Company going
on.
The Company operations resulted in a turnover of Rs. 9.80 Cr as against
Rs. 83.22 Cr for the previous year. The loss before interest and
depreciation amounted to Rs. 80.47 lacs as against Rs. 41.99 Lacs in
the previous year.
However due to an exceptional item of sale of land, building, plant &
machinery and brand name the Company earned net exceptional income of
Rs. 312.60 Cr. and recorded a profit of Rs. 4.37 Lacs.
PROSPECTS & DEVELOPMENTS:
The management has charted out future plans for the Company post exit
from the solvent extraction and refinery business to support
sustainable long term business model for the Company and also to
protect and enhance shareholders value. The Company has undertaken
systematic study for entering into the business of Chemical exports,
Commodity trading, Groundnut trading, Warehousing and Merchant exports
business and barring unforeseen circumstances the management is expect
to enter into the same in due course in a focused manner to yield
benefits from the same.
The Board and the Management of the Company are confident of getting
diversified into new business areas in due course with a view to
enhance stakeholder's value and create sustainable business model for
the future of the Company.
DIRECTORATE:
Shri Asit D. Javeri and Shri Amit B. Shah retire at the ensuing Annual
General Meeting. Being eligible, offer themselves, for reappointment
as Directors. Your Directors recommend their reappointment.
CORPORATE GOVERNANCE:
The information pursuant to Clause 49 of the Listing Agreement with the
Stock Exchange is given in Annexure-I forming part of this report.
PARTICULARS OF THE EMPLOYEES:
There are no employees to whom the disclosure requirements u/s.217(2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended apply.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information as per Section 217(2A) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the report to the
Board of Directors) Rules, 1988 is given in Annexure-Il forming part of
this report.
DEPOSITS:
There were no overdue Fixed Deposits and all fixed deposits were repaid
on due date and no new deposits have been accepted.
INSURANCE:
All the properties and insurable interest of the Company are adequately
insured.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 217 of the Companies Act, the Directors
hereby confirm that:
i) in the preparation of the Annual Accounts, 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 judgment 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;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
to the best of their knowledge and ability;
iv) the Directors have prepared the Annual Accounts on a "Going
Concern" basis.
EXPLANATION ON AUDITORS REPORT:
The notes to the accounts referred to in the Auditors Report are self
explanatory and therefore do not call for any further comments.
With regards to qualification in the auditors report, the board of
directors would like to draw attention to note 4(e) to the notes to
accounts which is self explanatory.
AUDITORS:
You are requested to reappoint Auditors and fix their remuneration.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
continued support received from shareholders, vendors, depositors of
the Company and Union Bank of India. The Directors also wish to record
their appreciation of the employees at all levels for their committed
efforts and contribution during the difficult phase of the Company.
For and on behalf of the Board
S. B. JHAVERI
CHAIRMAN & MANAGING DIRECTOR
Place: MUMBAI
Dated. 24th May, 2012
Mar 31, 2010
The Directors have pleasure in presenting 54th Annual Report together
with the Audited Statement of Accounts for the financial year ended
31stMarch, 2010.
FINANCIAL RESULTS: Current Previous
Year Year
Rs. Rs.
(Loss) / Profit for the year before
providing (21,09,678) 37,06,305
for Depreciation and Interest
Interest (2,17,67,340) (1.46,58,929)
Less: Depreciation (67,88,758) (47,81.660)
(Loss) after Depreciation (3,06,65,776) (1,57,34,284)
Provision for Taxation - Wealth (9,249) (29,903)
Deferred -- 24,35,077
Fringe Benefit Tax -- (3,60,000)
(9,249) (20,45.174)
(Loss) after Tax (3,06,75,025) (1.36,89,110)
Less/Add. (Loss)/Profit brought
forward from previous year
(1,83,88,396) (46,99,286)
Amount available for appropriation (4,90,63,421) (1,83.88.396)
APPROPRIATION.
General Reserve deducted per contra - -
Adjustment for. provision of gratuity
net of deferred taxes
Balance carried to Balance Sheet (4,90,63,421) (1,83,88,396)
(4,90,63,421) (1,83,88,396)
DIVIDEND:
Your Directors do nofrecommend declaration of any dividend for the year
ended 31st March, 2010 in view of the losses.
OPERATIONS:
The year under review has witnessed many challenges and difficulties
for the operations of the Company because of various factors, broadly
summarized as unden-
1. The Solvent Extractions Plant operations were adversely affected due
to large disparity in processing of seeds and oilcakes, which has
practically resulted in negligible exports of Deoiled Cake Meal.
2 Bumper crops in USA, Brazil and Argentinsthas resulted in surplus
production of Soya Seeds in international market, which in turn has
lowered all types of the Deoiled Cakes prices in overseas market
coupled with massive surplus production, resulting in non-viable
pricing for exports from India.
3 Heavy import of refined edible oil and raw edible oil with nil import
duty in the domestic market resulted unremmunerative operations for
solvent extraction industry.
4. Shortages in domestic market, particularly of groundnuts because of
un-even pattern of monsoon and climatic changes has adversely affected
the core activity of the company of the groundnut oil extraction.
All the above factors resulting in very low capacity utilization and
thereby increased cost of operations has resulted in negative margin
for the solvent extraction business operations.
The Company was able to process only 24789 MT. of Solvent Extractions
against 36253 MT. in the previous year.
As informed in the earlier Directors Report, fortunately the multi
product oil refinery has been commissioned in May, 2009 with trial runs
and the functioning of the refinery has been stabilized successfully
during the last quarter.
The refinery was installed with a viewto increase and diversify the
business strength in the edible oil market by capitalizing on the
Companys reputed and established brand "DIAMOND".
The Company has successfully entered into the market with Refined
Cotton Seed Oil and Refined Soy Oil, besides the traditional solvent
extracted groundnut oil and refined groundnut expeller oil..
The stabilization and consistent operations of refinery will broaden
the business operations of the company and reduce the dependence of
solvent extractions operations over stperiod.
In addition, the company has diversified its business operations by
entering into sttrading activity in the chemicals and commodities,
which has also supported operations of the company.
During the year, the Company has refined 4543 MT of different edible
oils as compared to 2417 MT in the previous year, resulting in almost
doubling the quantity.
Due to refinery activity and trading activity, the company has achieved
stturnover of Rs. 80.40 Crore as against Rs. 69.86 Crore in the
previous year, thereby registering stgrowth of 15% in-spite of very low
solvent extraction business.
The Company has incurred loss before interest and depreciation of Rs.
21.10 lacs as against profit for previous year of Rs. 37.06 lacs. The
fall is mainly because of lower refinery utilization upto December.
2009 as well as minimum operation of solvent extractions plant due to
adverse market factors as mentioned above. ,
The loss for the year is recorded at Rs.306.75 lacs as against Rs.
136.89 lacs for the previous year. The loss was ! higher because of
higher interest and financial charges of Rs. 217.80 lacs as against Rs.
146.58. lacs on account of Term Loan interest on the newly commenced
refinery besides higher utilization of working capital limits due to
liquidity constrain.
PROSPECTS:
The operations of the new refinery has been stabilized and the company
has successfully captured a significant share in the local Refined
Cotton Oil market in the Jamnagar district. The company is in the
process of introducing different edible oil like Soya, Rapeseed, Palm
etc. in the market as well in stphased manner under its established
brand name with a viewto broaden product mix and also for better
margins. The full focus is on producing, marketing, distributing and
selling Refined Edible Oils which will facilitate the Company to hedge
its existing business of solvent extractions. In addition, the company
has also started trading activity and is exploring new possibility for
trading into commodities and chemicals.
INDIAN EXTRACTIONS LIMITED
Also forecast for satisfactory monsoon will benefit the company due to
possibility of higher availability of oil seed crop in to optimize a
coming season which in then facilitate solvent extractions plant.
The management has also implemented various cost cutting, control and
saving measure, which will benefit the company in a long run.. Further,
the bank has approved reduction of interest, a concession given as per
Agro processing unit scheme introduced in September 2009 which will
benefit by way of saving significantly the finance cost The Company is
also discussing for reorganization of its banking facilities for cost
reduction and improvement in
liquidity.
Also with a viewto improve the liquidity, the company has activated the
process for sale of its vacant surplus land admeasuring 70000 Sq. Ft.
to Mr. Priyam S. Jhaveri - Jt. Managing Director and Promoter in terms
of approval of its Board of Directors and the proceeds of the same will
be deployed to improve the liquidity position of the company for better
business operations.
Considering the long standing experience of the Promoters and
Management in the Solvent Extractions and Edible Oil Industry together
with various measures taken by them, the Board of Directors barring
unforeseen circumstances are confident to improve business operations
and performance of the company in years to come.
DIRECTORATE:
Shri Asit D. Javeri and Shri Amit B. Shah retire at the ensuing Annual
General Meeting. Being eligible, offer themselves. tor reappointment
as Directors. Your Directors recommend their reappointment.
CORPORATE GOVERNANCE:
The information pursuant to Clause 49 of the Listing Agreement with the
Stock Exchange is given in Annexure-I forming part of this report.
PARTICULARS OF THE EMPLOYEES :
There are no employees to whom the disclosure requirements u/s.217(2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended apply.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information as per Section 217(2A) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the report to the
Board of Directors) Rules, 1988 is given in Annexure-ll forming part of
this report.
POLLUTION CONTROL:
The Company has taken steps to control pollution of effluents, dust and
emission from chimneys etc. Samples are periodically drawn and reports
are submitted to Pollution Control Board to ensure compliance with the
standard.
DEPOSITS:
There were ho overdue Fixed Deposits out of the outstanding amount of
Rs.1,12,15,000/- at the end of the year.
INSURANCE:
All the properties and insurable interest of the Company including
Buildings, Plant and Machinery are adequately
insured.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 217 of the Companies Act, the Directors
hereby confirm that: "
i) in the preparation of the Annual Accounts, 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 judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss of the
Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act. 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
to the best of their knowledge and ability;
iv) the Directors have prepared the Annual Accounts on st"Going
Concern" basis.
EXPLANATION ON AUDITORS REPORT
The notes to the accounts referred to in the Auditors Report as self
explanatory and therefore do nofcall for any further comments.
With regards to qualification in the auditors report, the board of
directors would like to comment that the Company has entered into
stdefinite contract for sale of special quality of groundnut extraction
with various parties pue to various factors the parties had requested
the Company for taking deliveries of the goods under said contract on a
piecemeal basis over a period of time. Since the significant amount of
contract value has been already received and the parties have confirmed
to lift material in due course and material is ready for delivery with
the company but was held as stock on the specific request of respective
parties, the management is of the view that there is no uncertainty is
involved in such transactions and accordingly has valued the specific
quality of groundnut extraction stock under said contract at realizable
market value which is not in accordance with Accounting Standard 2 "
Valuation of Inventories". However, considering the nature of
transaction, definite sales contract and factual position the
management and the board of directors is of the opinion to value such
stock at a fair realizable market value for proper presentation of the
financial statement for the year ended on 31st March 2010.
AUDITORS:
The terms of Office of present auditor Deloitte Haskins & Sells are
upto ensuing Annual General Meeting of the Company. vide their letter
dated May 28, 2010 they have expressed their unwillingness to be
reappointed a! the ensuing annual General Meeting. The Board of
Directors of the company has received notice form one of the member
requesting for appointment M/s. Thingnst& Contractor, Chartered
Accountants as statutory auditors of the Company The board recommends
and proposes to appoint M/s. Thingnst& Contractor, Chartered Accounts
as statutory auditors of the Company.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
continued support received from shareholders, depositors and bankers of
the Company. The Directors also wish to record their appreciation of
the employees at all levels for their unstinted efforts and
contribution to the growth of the Company.
For and on behalf of the Board
S. B. JHAVERI
CHAIRMAN & MANAGING DIRECTOR
Place: MUMBAI
Dated: 29th May, 2010
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