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Directors Report of Khoday India Ltd.

Mar 31, 2013

The Directors present the 47th Annual Report on the working of your Company and the Audited Statement of Accounts for the year ended 31st March 2013:

FINANCIAL HIGHLIGHTS (Standalone)

(Rs. in Lakhs)

Particulars 2012-2013 2011-2012

1. Revenue from operations 12400.86 16477.40

Other Income 58.03 176.17

2. Total Revenue 12458.89 16653.57

3. Profit /(Loss) before Tax (2285.54) 1926.26

4. Provision for Taxation

Current Tax 343.00

5. Profit/(Loss)after Tax (2285.54) 1583.26

LESS: Income Tax for the earlier years 19.75 0.48

LESS: Prior year adjustments 7.18 2.50

6. Net Profit/(Loss)for the year (2312.47) 1580.28

7. Appropriation Dividend Dividend Tax

8. Balance carried forward (2312.47) 1580.28

9. EPS - Basic & Diluted (6.15) 4.20

REVIEW OF PERFORMANCE:

Even though your Company''s gross revenue has registered an increase of about Rs.5.45 Crores over the previous year, a net loss of Rs.23.12 Crores has been incurred during the year mainly on account of considerable increase in the quantum of excise duty & interest payments and increase in the overall cost of production.

DIVIDEND:

Your Directors regret the inability to recommend any dividend in view of the loss incurred by the Company during the financial year.

PROCEDURE FOR REDUCTION OF PAID-UP EQUITY SHARE CAPITAL:

A procedure involving reduction of paid-up equity share capital inter-alia under Sec. 100 of the Companies Act 1956, was recommended by the Audit Committee of the Board of Directors of the Company at its meeting held on 24th April 2013, in compliance with the Circular CIR/CFD/DIL/5/2013 dated 4th February 2013 issued by the Securities and Exchange Board of India (SEBI).

The salient features of the Procedure are as follows:

- Presently, 39,31,042 equity shares of the Company constituting 10.46 % of the issued, subscribed and paid-up capital are held by the public.

- The procedure provides for an exit opportunity to the public shareholders by means of Reduction of Capital of Rs.3,93,10,420/- held by them, automatic cancellation of the relative shares and return of the capital amount of Rs.10/- per share together with a premium of Rs.65/-, (aggregating to Rs.75/- per share) which is 2.46 times the fair value of Rs.30.49 per share as certified in the Share Valuation Report dated 30th September 2013 issued by the Independent Chartered Accountant, M/s N.C.Rajagopal & Co., Chennai and 1.48 times the price of Rs.50.64 which is the 26 weeks'' average of the weekly high and low prices of the share as quoted on Bombay Stock Exchange Ltd during the period from 06th May 2013 to 01st November 2013.

- The payment to public shareholders is proposed to be made through direct credit of their bank accounts / cash warrants.

- The implementation of the Procedure is subject to the following:

i) Approval of a special resolution in that behalf in the ensuing Annual General Meeting (AGM) by the majority of public shareholders participating in the voting process through postal ballot as well manually at the AGM.

ii) Confirmation thereafter by the Hon''ble High Court of Karnataka thereafter, on a petition to be filed by the Company.

DIRECTORS:

In accordance with Article 37(A) of the Articles of Association of the Company Prof.L.R.Vagale, Mr.B.K.Ratnakar Rao, Maj.Gen(Retd.) M.K.Paul & Mr.D.V. Sathyanarayana, the independent nonexecutive Directors retire by rotation and being eligible have offered to be re-appointed.

AUDITORS :

M/s Rangaraju & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits u/s 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such reappointment within the meaning of Section 226 ibid.

REMARKS OF AUDITORS:

Delay in payment of statutory dues and default in timely repayment of principal and interest dues to banks.

COMMENTS ON REMARKS OF AUDITORS:

The delay in remittance towards Professional Tax, Employee State Insurance, Provident Fund and Value Added Tax and the default in timely repayment of principal and interest dues to banks occurred due to unavoidable circumstances.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IF ANY:

The information required to be furnished Under Section 217(1)(e) of the Companies Act, 1956, is at Annexure ''A''.

PARTICULARS OF EMPLOYEES UNDER THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, AS AMENDED:

No employee of the Company was in receipt of a remuneration exceeding Rs.5 Lakhs per month or Rs.60 Lakhs per annum, during the financial year.

INDUSTRIAL RELATIONS:

Industrial Relations were cordial throughout the year under review. Your Directors appreciate the dedicated services and co-operation of employees at all levels.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in the Annual Report. The Company has complied with the requirements of Corporate Governance as stipulated in clause 49 of the Listing Agreement. The Certificate obtained from the Company''s Auditors on compliance with Corporate Governance requirements is annexed thereto.

Exemption from attaching the balance sheet of Company''s wholly owned subsidiary M/s. Khoday Properties Private Limited.

The Company has availed exemption from attaching to its own balance sheet, the balance sheet of Company''s wholly owned subsidiary M/s. Khoday Properties Private Limited pursuant to General Circular 02/2011 dated 08th February 2011 issued by the Ministry of Corporate Affairs under Section 212 of the Companies Act, 1956. In compliance therewith, your directors undertake to provide such information as may be sought by the Company''s shareholders about the accounts of Khoday Properties Private Limited for the financial year 2012-13 .Copies of the audited balance sheet of Khoday Properties Private Limited as at 31st March 2013 and the statement of profit and loss for the year ended on that date have been kept for inspection by the Company''s shareholders, both at the Registered Office of the Company and that of Khoday Properties Private Limited. A statement pursuant to Sec 212(8) is annexed at page no. 106

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors further report that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

ii. the accounting policies selected by them were applied consistently, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and of the loss incurred by the Company for the period ended 31st March 2013;

iii. they 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. the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors thank the customers, vendors, investors, bankers, financial institutions, Central and State Governments for their continued support and co-operation extended to the Company.

for and on behalf of the Board of Directors

for KHODAY INDIA LIMITED

Date : 05th November 2013 K.L. RAMACHANDRA

Place: Bangalore CHAIRMAN


Mar 31, 2011

REPORT OF THE DIRECTORS TO THE SHAREHOLDERS

The Directors present the 45th Annual Report on the working of your Company and the Audited Statement of Accounts for the year ended 31st March 2011:

FINANCIAL HIGHLIGHTS (Standalone): (Rs. in Lakhs)

Particulars 2010-2011 2009-2010

1. Gross Income 32631.17 31785.25

Less: Excise Duty 18556.91 17061.40

2. Net Income 14074.26 14723.85

3. Profit/(Loss) before Tax (1292.42) (675.18)

4. Provision for Taxation

Current Tax - -

5. Profit/(Loss) after Tax (1292.42) (675.18)

LESS : Income Tax for the earlier years (37.00) 131.06

LESS : Prior year adjustments (3.50) (13.85)

6. Net Profit (Loss) for the year (1332.92) (557.97)

7. Appropriation Dividend

Dividend Tax - -

8. Balance carried forward 831.75 501.17

831.75 501.17

9. EPS - basic & diluted (3.55) (1.48)

REVIEW OF PERFORMANCE:

Even though your Company's gross income has registered an increase of about Rs.8.45 Crores over the previous year, a loss of Rs. 13.32 Crores has been incurred during the year mainly on account of increase in the quantum of excise duty and interest payments as well as considerable increase in the overall cost of production.

DIVIDEND:

Your Directors regret the inability to recommend any dividend in view of the loss incurred by the Company during the financial year.

DIRECTORS:

i) Your Directors note with profound sorrow, the sudden and untimely demise of their colleague on the Board Mr.D.V.Tikekar on 4th September 2011. The Board of Directors at its meeting held on 23rd September 2011, appointed Mr.Puranic Ramachar Ananda Murthy as Director in the Casual Vacancy caused by the demise of Mr.Tikekar, under Section 262 of the Companies Act, 1956. Mr.Ananda Murthy will hold office until the date of Annual General Meeting to be held in the year 2012, i.e. the date upto which Mr.Tikekar would have been in office.

ii) The Board of Directors at its meeting held on 23rd September 2011 also appointed Mr. Damam Vittalsa Sathyanarayana as Additional Director pursuant to Article 30 of the Articles of Association of the Company. Mr. Sathyanarayana holds office only up to the ensuing Annual General Meeting under Section 260 of the Companies Act, 1956, and he has expressed his willingness to continue in office. The Company has since received a notice under Section 257 of the Companies Act, 1956, from a member proposing the candidature of Mr.Sathyanarayana for the office of Director.

iii) In accordance with Article 37(A) of the Articles of Association of the Company Maj.Gen(Retd.) M.K.Paul and Mr.K.L.Ramachandra, Directors retire by rotation and being eligible have offered to be re-appointed.

iv) In accordance with Section 317 of the Companies Act, 1956, the present term of office of Mr.K.L.Srihari, who was appointed as Vice-Chairman and Managing Director for a period of five years has ceased on 31st December 2010. Similarly the present term of office of Mr.K.LA.Padmanabhasa, who was appointed as Joint Managing Director for a period of five years has also ceased on 31st December 2010. Hence, at the Board Meeting held on 6lh September 2010, your Directors have reappointed Mr.Srihari as Vice- Chairman and Managing Director & Mr.K.L.A.Padmanabhasa as Joint Managing Director for a further period of 5 years, subject to the consent of the members for their respective re-appointments and the terms thereof, at the ensuing Annual General Meeting.

AUDITORS:

M/s Rangaraju & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits u/s 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 ibid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IF ANY:

The information required to be furnished Under Section 217(1)(e) of the Companies Act, 1956, is at Annexure 'A.

PARTICULARS OF EMPLOYEES UNDER THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, AS AMENDED:

No employee of the Company was in receipt of remuneration exceeding Rs.5 Lakhs per month or Rs.60 Lakhs per annum, during the financial year.

INDUSTRIAL RELATIONS:

Industrial Relations were cordial throughout the year under review. Your Directors appreciate the dedicated services and co-operation of employees at all levels

CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in the Annual Report. The Company has complied with the requirements of Corporate Governance as stipulated in clause 49 of the Listing Agreement. The Certificate obtained from the Company's Auditors on compliance with Corporate Governance requirements is annexed thereto.

EXEMPTION FROM ATTACHING THE BALANCE SHEET OF COMPANY'S WHOLLY OWNED SUBSIDIARY M/S. KHODAY PROPERTIES PRIVATE LIMITED.

The Company has availed exemption from attaching to its own balance sheet, the balance sheet of Company's wholly owned subsidiary M/s. Khoday Properties Private Limited pursuant to General Circular 02/2011 dated 08,h February 2011 issued by the Ministry of Corporate Affairs under Section 212 of the Companies Act, 1956. In compliance therewith, your directors undertake to provide such information as may be sought by the Company's shareholders about the accounts of Khoday Properties Private Limited for the financial year 2010-11 .Copies of the audited balance sheet of Khoday Properties Private Limited as at 31st March 2011 and profit and loss account for the year ended on that date have been kept for inspection by the Company's shareholders, both at the Registered Office of the Company and that of Khoday Properties Private Limited.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors further report that:-

i. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

ii. the accounting policies selected by them were applied consistently, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit of the Company for the period ended 31st March 2011;

iii. they 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. the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors thank the customers, vendors, investors, bankers, financial institutions, Central and State Governments for their continued support and co-operation extended to the Company.

for and on behalf of the Board of Directors

for KHODAY INDIA LIMITED

Place: Bangalore K.L. RAMACHANDRA

Date: 23-09-2011 CHAIRMAN




Mar 31, 2010

The Directors take pleasure in presenting the 44th Annual Report on the working of your Company and the Audited Statement of Accounts for the year ended 31st March 2010:

FINANCIAL HIGHLIGHTS (Standalone): (Rs. in Lakhs)

Particulars 2009-2010 2008-2009

1. Gross Income 31785.25 24215.61

Less: Excise Duty 17061.40 11625.22

2. Net Income 14723.85 12590.39

3. Profit Before Tax (675.18) (289.09)

4. Provision for Taxation

Current Tax - -

Fringe Benefit Tax - 29.69

5. Profit after Tax (675.18) (318.78)

ADD : Income Tax for the earlier

years 131.06 -

LESS : Prior year adjustments (13.85) (29.69)

6. Net Profit for the year (557.97) (348.47)

7. Appropriation Dividend

Dividend Tax - -

8. Balance carried forward 501.17 1059.14

501.17 1059.14

9. EPS - basic & diluted (1.48) (0.93)

REVIEW OF PERFORMANCE:

Even though your Companys gross income has registered an increase of about 31% over the previous year, a loss of Rs.5.57 Crores has been incurred during the year mainly on account of hike in the quantum of excise duty payment owing to enhanced rates of duty and considerable increase in the overall cost of production. However, there is a significant increase in the value of stock under maturation process, the revenue from which will be realized in due course.

DIVIDEND:

Your Directors regret the inability to recommend any dividend in view of the loss incurred by the Company during the financial year.

DIRECTORS:

In accordance with Article 37(A) of the Articles of Association of the Company, Prof. L.R. Vagale and Mr.Bangra Kulur Ratnakar Rao, Directors retire by rotation and being eligible have offered to be re-appointed.

AUDITORS:

M/s Rangaraju & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits u/s 224(1 B) of the Companies 1956, and that they are not disqualified for such reappointment within the meaning of Section 226 ibid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IF ANY:

The information required to be furnished Under Section 217(1)(e) of the Companies Act, 1956, is at Annexure A.

PARTICULARS OF EMPLOYEES UNDER THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

A statement containing the particulars of employees in terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is attached as Annexure B and forms an integral part of this Report.

INDUSTRIAL RELATIONS:

Industrial Relations were cordial throughout the year under review. Your Directors appreciate the dedicated services and co-operation of employees at all levels

CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in the Annual Report. The Company has complied with the requirements of Corporate Governance as stipulated in clause 49 of the Listing Agreement. The Certificate obtained from the Companys Auditors on compliance with Corporate Governance requirements is annexed thereto.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors further report that:-

i. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

ii. the accounting policies selected by them were applied consistently, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the loss of the Company for the period ended 31st March 2010;

iii. they 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. the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors thank the customers, vendors, investors, bankers, financial institutions, Central and State Governments for their continued support and co-operation extended to the Company.

for and on behalf of the Board of Directors

for KHODAY INDIA LIMITED

Date: 06-09-2010 K.L RAMACHANDRA

Place: Bangalore CHAIRMAN

 
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