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Directors Report of Kore Foods Ltd.

Mar 31, 2015

Dear Members,

The Directors of your company present their 32nd Annual Report together with the Audited Financial Statements for the year ended 31st March 2015

1. FINANCIAL HIGHLIGHT:

Rs. in Lacs Rs. in Lacs 2014-15 2013-14

Income from operations (Gross) 446.31 226.88

Other Income 9.93 25.19

Profit/(Loss) before Depreciation (146.12) (86.43)

and Tax

Depreciation for the year (128.88) (13.45)

Profit/(Loss )before Tax (275.00) (99.88)

Extraordinary Item

Impairment Written Back Nil 111.84

Profit/(Loss) after Tax (275.00) 11.96

Balance of profit/(Loss) brought forward (2494.22) (2506.18)

Balance of Profit/ (Loss) carried for (2769.22) (2494.22) forward to Balance Sheet

Earnings per share (Rs.) (2.36) 0.10

2. DIVIDEND

In view of the loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2014-15.

3. STATE OF COMPANY'S AFFAIRS

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report. - Annexure I.

4. CORPORATE GOVERNANCE

Report on Company's Corporate Governance is given under Corporate Governance as Annexure II and compliance certificate from auditors which forms part of this Annual Report.

The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange with regard to Corporate Governance.

5. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

6. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

i) that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed and there has been no material departure;

ii) that the selected accounting policies were applied consistently and the Directors 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 as at March 31,2015 and of the profit and loss of the Company for the year ended on that date;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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.

v) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

7. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

8. DIRECTOR AND KEY MANAGERIAL PERSONNEL

On recommendation of the Nomination and Remuneration Committee the Board of Directors had appointed Mr. John Silveira as Chief Finance Officer with effect from 12th August 2014.

The Board had also appointed Miss. Pratika Shenvi Dessai as Company Secretary Designate & Compliance Officer with effect from 12" March 2014 who has resigned with effect from 31s March 2015.

The Board has appointed Mrs. Sharon Carvalho to be a women director as required by the Companies Act 2013 with effect from 12th August 2014.

The Board has appointed Mr. Pursram Padmanabhan as the Managing Director of the Company on 06th February 2014 with effect from 01st April 2014.

Mr Pursram Padmanabhan, Managing Director, Mr. John Silveira, Chief Financial Officer and Ms. Pratika Dessai, Company Secretary have been designated as Key Managerial Personnel in accordance with provisions of Section 203 (1) of the Companies Act, 2013.

Mr Kavas Patel by notice in writing addressed to the Board had expressed his desire to resign from the Board for personal reasons with effect from 04th February 2015. It is proposed that the vacancy so created on the Board of Directors of the Company, be not filled.

The Board places on record its deep appreciation of the valuable service rendered by Mr Kavas Patel during his tenure as a Director of the Company.

9. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3)

As provided under section 92(3) of the Act, extract of the Annual Return in form MGT 9 is annexed herewith which forms part of the report.- Annexure MI.

10. MEETINGS

During the year 5 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. AUDIT COMMITTEE

The details of the composition of the Audit Committee are given in the Corporate Governance Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

12. AUDITORS:

1. Statutory Auditors

M/s V. C. Shah & Co, Chartered Accountants (Registration Number: 109818W-10360), were appointed as Auditors of the Company to hold office till the conclusion of the 32nd Annual General Meeting. As required under the provisions of Section 139 & 141 of the Companies Act, 2013, the Company has received written consent from M/s V C Shah & Co., Chartered Accountants, proposed to be re-appointed as Auditors for one year i.e. upto conclusion of the 33rd Annual General Meeting of the Company, to the effect that their re-appointment if made, would be made in conformity with the limits specified in the said Section and they are not disqualified to be appointed as Auditors of the Company.

The Board has recommended to the Shareholders re-appointment of M/s V C Shah & Co., Chartered Accountants, as Auditors to hold office from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Auditor's Report of the statutory Auditor does not contain qualification or adverse remark. The Emphasis of Matter in the Auditor's Report has been explained in Note No.22 to the Annual Accounts in the Annual Report.

2. Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013, and The Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014 , the Company has appointed Mr. Bharat- Kumar Pomai (C.P No 12488/ Membership No.33397), a Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith to the Annual Report - Annexure IV.

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

3. Cost Auditor

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendment Rules, 2014.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not fulfill the criteria for undertaking CSR activity under Section 135, of the Companies Act, 2013 (herein after referred as 'the Act') and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

14. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013

The Company has in place an Anti- Sexual Harassment policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. This policy is gender neutral. There were no complaints received during the financial year.

15. RISK MANAGEMENT

The Company business is exposed to many internal and external risks and it has consequently put in place a robust risk management framework to identify and evaluate business risks and opportunities.

The risk management process consists of risk identification, risk assessment and risk mitigation. The Board periodically reviews the risk management plan for the Company including identification of elements of risks if any which in the opinion of the Board may affect the operations of the Company.

16. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy is stated in the Corporate Governance report.

17. INTERNAL FINANCIAL CONTROL

The Company has an Internal Finance Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee of the Board periodically reviews the internal control system with the Management, Internal Auditor and Statutory Auditor and the adequacy of internal audit functions significant internal audit findings and follow up thereon.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Section 134 (3)(M) of the Companies Act , 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is forming part of the Director's Report for the year ended 31st March, 2015.

A. Conservation of Energy :

Energy conservation is a continuous programme and the Company has laid emphasis on creating awareness amongst employees for optimizing operations and improving efficiency of machinery and equipment. Steps taken for energy conversion were - heat reflective paint, adoption of efficiency light fittings, adoption of efficiency pumps and motors and LED lamps for common areas. The measures taken by the Company have resulted in saving in energy consumption.

B. Technology Absorption :

1. Expenditure incurred on Research & Development - Nil

2. Imported technology during last 3 years - None

C. Foreign Exchange Earnings and Outgo : Nil

19. PUBLIC DEPOSITS

During the financial year 2014-15, your Company had not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptance and Deposits) Rules, 2014.

Unclaimed fixed deposit amounting to Rs. 3.45 lacs has been paid by your Company by transferring the amount to Investor Education and Protection Fund (IEPF).

20. PARTICULARS OF LOANS / ADVANCES / INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

Company does not have any loans / advances / investments outstanding during the year and hence provisions of Section 186 of the Companies Act is not applicable.

21. EMPLOYEE REMUNERATION

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this Report - Annexure V. Particulars of the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company has received a notice of demand from Commercial tax Department of Government of Karnataka of Rs. 191.24 Lacs including interest of Rs. 121.36 Lacs on reversal of decision of the Karnataka High Court by the Supreme Court of India on applicability of commercial tax on photographic development activity by photo processing labs. The Company has not made any provisions for the same as it has approached through the Karnataka Photographic Association by representing before the Authorities for relief.

23. EMPLOYEE STOCK OPTION SCHEME

The Company has no Employee Stock Option Scheme.

24. AWARDS & RECOGNITION

Company has not received any awards and recognitions.

25. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continuing support and co-operation from the customers, vendors, dealers, distributors, bankers, shareholders, Goa Industrial Development Corporation, State Industries Electricity and other Government departments.

The Directors also take this opportunity to thank the employees for their dedicated service throughout the year.

For and on behalf of the Board

Sadashiv V Shet (Chairman)

Place: Mapusa Date: 07/05/2015


Mar 31, 2014

TO THE MEMBERS OF PHIL CORPORATION LIMITED

1. The Directors present herewith the Annual Report along with the audited Accounts of the Company for the financial year ended 31 st March, 2014.

2. Financial Results at a glance:

Rs. in Lacs Rs. in Lacs 2013-14 2012-13

Sales & Services 226.88 127.14

Other Income 25.19 105.58

Total Income 252.07 232.72

Expenses 351.95 284.92

Profit/(Loss) before Extraordinary (99.88) (52.20)

Item and Tax

Impairment Written Back 111.84 -

Profit/(Loss) before Tax 11.96 (52.20)

Tax Expenses

Profit/Loss for the year 11.96 (52.20)

Earning per share 0.10 (0.45)

3. Dividend:

In view of the operating cash loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2013-14.

4. Management Discussion and Analysis Report:

i) Financial Results

Sales during the period amounted to Rs. 226.88 lacs compared to Rs. 127.14 lacs during the previous financial year. The other income mainly consisted of refunds and interest received on deposits.

The Profit for the year was Rs. 11.96 lacs.

ii) Operations & Restructuring

The Company''s efforts to restructure the business has been successful and the effort in the coming years will be to develop the food business.

iii) Risks and Concerns

Infusing funds for development of business and suitably managing the same, would be required to exploit fully the available opportunities.

iv) Internal Control and Systems

The Company has an adequate internal control system to review the risks and control measures, maintenance of proper accounting records and reliability of information and data.

5. Corporate Governance:

The Company has complied with the Corporate Governance requirements as per the Listing Agreement. Report on compliance with Corporate Governance and certificate from Auditors are given as Annexure-I to this Report.

6. Conservation of Energy:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The details required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 are given in Annexure-II to this Report.

7. Fixed Deposits:

The Company did not accept any fixed deposits during the year.

There were 10 nos. of fixed deposits amounting to Rs. 3.45 lacs which remained unclaimed as of 31st March, 2014. In respect of the unclaimed deposits, the Company has created fixed deposit by transferring the equivalent amount to a separate bank account. The unclaimed deposits are being paid out of the said bank account.

8. Directors:

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Shri A Y Fazalbhoy and Shri Sadashiv V. Shet retire by rotation and are eligible for re-appointment. The resolutions pertaining to their re- appoinmentare placed foryourapproval.

9. Directors'' Responsibility Statement:

The Board of Directors of the Company confirm:

i. that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2014 and of the operating loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken 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 annual accounts on a going concern basis.

10. Qualifications in the Auditors''Report:

There are no qualifications in the Auditors'' Report regarding audited Accounts for the year ended 31 st March 2014.

The Auditors have made certain comments and observations in their report in respect of non- payment of undisputed and disputed statutory dues. In respect of these matters we have to clarify that various disputed statutory liabilities which are stated as Contigent Liabilities, the Company has submitted its appeals before adjudication/appellate authorities and is of the opinion that the matters will be decided in Company''s favour.

11. Auditors:

The members will be appointing the Auditors for the next financial year and to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting and fixing their remuneration. The Company has received a Certificate from M/s. V. C. Shah & Co., Chartered Accountants, Mumbai, under Section 141 of the Companies Act, 2013 confirming their eligibility fortheir reappointment.

12. Particulars of the employees:

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

13. Appreciation:

The Directors place on record their appreciation of the excellent contribution made by the employees of the Company at all levels.

For and on behalf of Board of Directors

A. Y. Fazalbhoy Chairman

Place: Mapusa, Goa Dated: 12th May, 2014


Mar 31, 2013

TO THE MEMBERS OF PHIL CORPORATION LIMITED

1. The Directors present herewith the Annual Report along with the audited Accounts of the Company for the financial year ended 31st March, 2013.

2. Financial Results at a glance :

Rs. in Lacs Rs. in Lacs 20012-13 2011-12

Sales & Services 127.14 128.43

Other Income 105.58 31.38

232.72 159.82

Gross Operating Profit/(Loss) (52.20) (100.02)

Profit/(Loss) for the year (52.20) (100.02)

3. Dividend :

In view of the operating cash loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2012-13.

4. Corporate Governance :

The Company has complied with the Corporate Governance requirements as per the Listing Agreement. Report on compliance with Corporate Governance and certificate from Auditors are given as Annexure –I to this Report.

5. Conservation of Energy :

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo :

The details required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 are given in Annexure –II to this Report.

6. Fixed Deposits :

The Company did not accept any fixed deposits during the year.

There were 61 nos. of fixed deposits amounting to Rs. 10.33 lacs which remained unclaimed as of 31st March, 2013. In respect of unclaimed deposits, the Company has created Liquid Asset by transferring the equivalent amount to a separate Bank Account. The unclaimed deposits are being paid out of the said Bank Account.

8. Directors :

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Shri Kavas D. Patel and Shri A. V. Gaikwad retire by rotation and are eligible for re- appointment. The resolutions pertaining to their re- appoinment are placed for approval.

9. Directors'' Responsibility Statement:

The Board of Directors of the Company confirm :

i. that in the preparation of the Annual Accounts the

applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2013 and of the operating loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken 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 annual accounts on a going concern basis.

10. Qualifications in the Auditors'' Report :

There are no qualifications in the Auditors'' Report regarding audited Accounts for the year ended 31st March 2013.

The Auditors have made certain comments and observations in their report in respect of non- payment of undisputed and disputed statutory dues. In respect of these matters we have to state and clarify as under:

a) In respect of House Tax, the Company has received the demand notice only in August 2012 and the actual details of the claim are being ascertained. In respect of Gratuity the Company had funded the liability in respect of continuing employees. And in respect of ex-employees and employees transferred to other associate Companies, the Company is making the payments directly as mentioned in Note No. 21(5) of Notes to Accounts.

b) As regards various disputed statutory liabilities stated as Contingent Liabilities the Company has submitted its appeals before adjudication /appellate authorities and is of the opinion that the matters will be decided in Company''s favour.

11. Auditors :

The members will be appointing the Auditors for the next financial year and to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting and fixing their remuneration. The Company has received a Certificate from M/s. V. C. Shah & Co., Chartered Accountants, Mumbai, under Section 224(1B) of the Companies Act, 1956 confirming their eligibility for their reappointment.

12. Particulars of the employees :

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

13. Appreciation :

The Directors place on record their appreciation of the excellent contribution made by the employees of the Company at all levels.

For and on behalf of Board of Directors

A. Y. Fazalbhoy

Chairman

Place : Mapusa, Goa

Dated : 21st May, 2013


Mar 31, 2012

TO THE MEMBERS OF PHIL CORPORATION LIMITED

1. The Directors present herewith the Annual Report along with the audited Accounts of the Company for the financial year ended 31 st March, 2012.

2. Financial Results at a glance:

Rs. In Lacs Rs. in Lacs 20011-12 2010-11

Sales & Services 128.43 119.24

Other Income 31.38 3.46

159.82 122.82

Gross Operating Profit/(Loss) (100.02) (213.87)

Profit/(Loss) for the year (100.02) (190.46)

3. Dividend:

In view of the operating cash loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2011-12.

4. Management Discussion and Analysis Report:

i) Financial Results

Sales during the year were Rs. 128.43 lacs compared to Rs. 119.24 lacs during the previous financial year.

The loss for the year amounted to Rs. 100.02 lacs.

ii) Operations & Restructuring

The Company has been taking various initiatives and adopting different strategies for restructuring Company's business operations and particularly for ensuring steady development of Food Business, and the results are encouraging. One of the old issues i.e. settlement of redemption of Preference Shares, will hopefully be resolved during the coming year by negotiation and settlement, thereby completing the restructuring.

iii) Risks and Concerns

Infusing funds for development of business and suitably managing the same, would be required to exploit fully the available opportunities and to minimise the risks of competition.

iv) Internal Control and Systems

The Company has an adequate internal control system to review the risks and control measures, maintenance of proper accounting records and reliability of information and data.

5. Corporate Governance:

The Company has complied with the Corporate Governance requirements as per the Listing Agreement. Report on compliance with Corporate Governance and certificate from Auditors are given as Annexure-I to this Report.

6. Conservation of Energy:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The details required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 are given in Annexure -I I to this Report.

7. Fixed Deposits:

The Company did not accept any fixed deposits during the year.

There were 62 nos. of fixed deposits amounting to Rs. 10.73 lacs which remained unclaimed as of 31st March, 2012. In respect of unclaimed deposits and interest the Company has created Liquid Asset by transferring the equivalent amount to a separate Bank Account. The unclaimed deposits and interest are being paid out of the said Bank Account.

8. Directors:

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Shri A. Y. Fazalbhoy and Shri Sadashiv V. Shet retire by rotation and are eligible for re-appointment. The resolutions pertaining to their re-appointment are put for your approval.

The term of appointment of Shri K. D. Bhat as Managing Director came to an end on 31st March, 2012. He was appointed as Vice Chairman, and Shri B.S. Sridhara was appointed as the Managing Director with effect from 1st April, 2012. The Resolution pertaining to appoinment of Shri B. S. Sridhara is put up for your approval.

9. Directors' Responsibility Statement:

The Board of Directors of the Company confirm:

i. that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2012 and of the operating loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken 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 annual accounts on a going concern basis.

10. Qualifications in the Auditors' Report:

There are no qualifications in the Auditors' Report regarding audited Accounts for the year ended 31 st March 2012.

The Auditors have made certain comments and observations in their report in respect of non- payment of undisputed and disputed statutory dues. In respect of these matters we have to state and clarify as under;

a) In respect of Sales Tax, VAT, the Company has been able to make substantial payments during the current year. In respect of Gratuity the Company had funded the liability in respect of continuing employees and in respect of ex- employees and employees transferred to other associate Companies the Company is making the payments directly as mentioned in Note No. 21(4)of Notes to Accounts.

b) As regards various disputed statutory liabilities stated as Contingent Liabilities the Company has submitted its appeals before adjudication /appellate authorities and is of the opinion that the matters will be decided in Company's favour.

11. Auditors:

The members will be appointing the Auditors for the next financial year and to hold office from the conclusion' of this Annual General Meeting until the conclusion of next Annual General Meeting and fixing their remuneration. The Company has received a Certificate from M/s. V. C. Shah & Co., Chartered Accountants, Mumbai, under Section 224(1 B) of the Companies Act, 1956 for being eligible for their reappointment.

12. Particulars of the employees:

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

13. Appreciation:

The Directors place on record their appreciation of the excellent contribution made by the employees of the Company at all levels.

For and on behalf of Board of Directors

A. Y. Fazalbhoy

Chairman

Place: Mapusa, Goa

Dated: 25th May, 2012


Mar 31, 2011

TO THE MEMBERS OF PHIL CORPORATION LIMITED

1. The Directors present herewith the Annual Report along with the audited Accounts of the Company for the financial year ended 31 st March, 2011.

2. Financial Results at a glance:

Rs. in Lacs Rs. in Lacs

20010-11 2009-10

Sales & Services 119.24 77.10

Other Income 45.66 145.90

164.91 223.00

Gross Operating Profit/(Loss) (150.39) (12.00)

Less: Interest - -

Depreciation 21.39 19.59

21.39 19.59

Proftt/(Loss) before Tax (171.79) (31.59)

Less: Tax Adjustment 41.12 -

Profitf(Loss) after Tax (212.91) (31.59)

Less: Extraordinary Items 403.38 -

Balance 190.46 (31.59)

Add: Balance brought forward (2544.42) (2512.83)

Balance (Loss) carried to (2353.95) (2544.42)

Balance Sheet

3. Dividend:

In view of the operating cash loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2010-11.

4. Management Discussion and Analysis Report:

I) Financial Results

Sales during the year were Rs. 119.24 lacs compared to Rs. 77.10 lacs during the previous financial year. The other income mainly consisted of the profit from sale of fixed assets

The extraordinary item of provision written back is in respect of provision for sales tax / customs duty as mentioned in the Notes to Accounts.

After taking into account the extraordinary item and after adjustment of brought forward losses, the amount of loss carried to the balance sheet is Rs. 2353.95 lacs.

ii) Operations & Restructuring

The Company had taken various initiatives and adopted different strategies for restructuring Company's business operations and particularly for ensuring steady development of Food Business, and the results are encouraging. Some of the old issues like settlement of redemption of Preference Shares, etc, will hopefully be resolved during the coming years, thereby completing the restructuring.

iii) Risks and Concerns

Infusing funds for development of business and suitably managing the same, would be required to exploit fully the available opportunities and to minimise the risks of competition.

iv) Internal Control and Systems

The Company has an adequate internal control system to review the risks and control measures, maintenance of proper accounting records and reliability of information and data.

5. Corporate Governance:

The Company has complied with the Corporate Governance requirements as per the Listing Agreement. Report on compliance with Corporate Governance and certificate from Auditors are given as Annexure-I to this Report.

6. Conservation of Energy:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The details required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 are given in Annexure -II to this Report.

7. Fixed Deposits:

The Company did not accept any fixed deposits during the year.

There were 64 nos. of fixed deposits amounting to Rs. 10.83 lacs which remained unclaimed as of 31st March, 2011. In respect of unclaimed deposits and interest the Company has created Liquid Asset by transferring the equivalent amount to a separate Bank Account. The unclaimed deposits and interest are being paid out of the said Bank Account.

8. Directors:

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Shri Kavas D. Patel and Shri A.V. Gaikwad retire by rotation and are eligible for re-appointment. The resolutions pertaining to their re-appointment are put for your approval.

Shri S. V. Muzumdar and Shri John B. Bowman resigned on account of their ill health. In the casual vacancies caused by resignations of these two Directors Dr. J. C.Almeida and Shri Sadashiv V. Shet were appointed as Independent Directors liable to retire by rotation.

9. Directors' Responsibility Statement:

The Board of Directors of the Company confirm:

i. that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2011 and of the operating loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken 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 annual accounts on a going concern basis.

10. Qualifications in the Auditors' Report:

There are no qualifications in the Auditors' Report regarding audited Accounts for the year ended March 31,2011.

The Auditors have made certain comments and observations in their report in respect of non- payment of undisputed and disputed statutory dues. In respect of these matters we have to state and clarify as under:

a) In respect of Sales Tax, VAT, the Company will be able to make the payments during the current year. In respect of Gratuity the Company had fully funded the liability in respect of continuing employees and in respect of ex-employees and employees transferred to other associate Companies, the Company is making the payments directly as mentioned in Note No. 5 of Notes to Accounts.

b) As regards various disputed statutory liabilities stated as Contingent Liabilities the Company has submitted its appeals before adjudication /appellate authorities and is of the opinion that the matters will be decided in Company's favour.

11. Auditors:

The members will be appointing the Auditors for the next financial year and to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting and fixing their remuneration. The Company has received a Certificate from M/s. V. C. Shah & Co., Chartered Accountants, Mumbai, under Section 224(1 B) of the Companies Act, 1956 for being eligible for their reappointment.

12. Particulars of the employees:

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

13. Appreciation:

The Directors place on record their appreciation of the excellent contribution made by the employees of the Company at all levels.

For and on behalf of Board of Directors

A. Y. Fazalbhoy Chairman

Place: Mapusa, Goa Dated: 21st June, 2011

 
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