Mar 31, 2015
Dear Members,
The Board of your Company is immensely delighted in presenting its 24th
Report. The Report is being presented along with the Audited Financial
Statements for the Financial Year ended March 31,2015.
Financial Results
(Rupees in Million)
Standalone
Particulars Year ended 18 months
31-03-2015 ended
31-03-2015
Sale of products 6162.44 18492.41
Other Income 60.88 62.60
Total Revenue 6223.32 18555.01
Profit before Interest, 1031.60 1406.16
Depreciation and Tax
Finance Cost 1177.64 963.80
Depreciation 328.72 639.12
Exceptional items-
Loss on valuation of inventories 2953.32 -
Profit before tax (3428.08) (196.76)
Tax Expense
- Current tax - -
- Deferred Tax (64.11) (162.51)
Profit after tax (3363.97) (34.25)
Add: Balance of Profit brought 4921.27 4909.05
forward
Add: Excess provision of tax of - 46.47
earlier years
Profit available for appropriation 1557.30 4921.27
Appropriations
Provision for dividend (inc. of - -
tax)
Transfer to General Reserve - -
Balance carried to Balance Sheet 1557.30 4921.27
Earning per share
- Basic (50.59) (0.53)
- Diluted (50.59) (0.52)
Consolidated
Particulars Year ended 18 months
31-03-2015 ended
31-03-2015
Sale of products 6165.48 19068.79
Other Income 62.80 75.04
Total Revenue 6228.28 19143.83
Profit before Interest, 925.50 1437.21
Depreciation and Tax
Finance Cost 1178.10 964.17
Depreciation 330.78 641.63
Exceptional items-
Loss on valuation of inventories 2953.32 -
Profit before tax (3536.70) (168.59)
Tax Expense
- Current tax - 0.32
- Deferred Tax (64.26) (162.46)
Profit after tax (3472.44) (6.45)
Add: Balance of Profit brought 4920.70 4880.59
forward
Add: Excess provision of tax of - 46.47
earlier years
Profit available for appropriation 1448.26 4920.70
Appropriations
Provision for dividend (inc. of - -
tax)
Transfer to General Reserve - -
Balance carried to Balance Sheet 1448.26 4920.70
Earning per share
- Basic (51.76) (0.53)
- Diluted (51.76) (0.52)
Financial & Performance Review
During the year ended 31st March, 2015, your company recorded Sales of
Rs.6162.44 million as compared to Rs. 18492.41 million during the
period ended 31-03-2014, registering a decline of 50.01% over the last
year on annualized basis. PBT has recorded a deficit of Rs.3428.08
millions which is mainly due to loss on valuation of inventories.
Whereas, PAT reflects deficit of Rs.3363.97 million.
However, there was sharp fall in the market prices of basmati 1121,
1509, DP, sugandha and traditional basmati paddy as well as rice during
2014-15.The prices of Basmati paddy 1121, 1509 which were hovering
around Rs.45,000/- per MT during 2013-14, fell down sharply to
Rs.30,000/- (approx) per MT during Oct-Dec 2014 and further came down
to Rs.22,000/-(approx) per MT during Jan-March 2015. Basmati DP Paddy
prices, which at one point of time, during 2013-14 were about
Rs.40,000/- per MT, fell down to Rs.24,000/- (approx) per MT during
2014-15 and Prices of sugandha paddy fell down to Rs.16,000/- (approx)
per MT from Rs.32,000/- per MT. Traditional Basmati Paddy price which
was about Rs.60,000/- per MT during 2013-14, fell down to Rs.32,000/-
(approx) per MT during 2014-15.
Similarly, average price of basmati rice which used to be Rs.80,000/-
per MT in 2013-14, came down to Rs.60,000/-per MT (approx) during
Oct-Dec 2014 and further came down to Rs. 48,000 - 50,000 per MT during
Jan-March 2015, the downward trend continued thereafter also.
Hence, market price of paddy and rice has plummeted by about 40% from
the beginning of the season and upto 50% down with comparison to last
year. The fall in prices is mainly attributed to higher (almost double)
production of basmati coupled with tepid international demand
particularly due to import restrictions by countries like Iran. All
institutions including Banks, government, APEDA, Agricultural Marketing
Boards and Agricultural Produce Market Committee (APMCs) of different
States and export organizations are well aware of the phenomenon of
downward trend in prices of paddy/rice. The Prevailing reduced prices
of rice international will encourage the consumption of basmati in
domestic market and in turn will add the sale of rice. The
international market will also be encouraged to increase the import of
Indian basmati due to very competitive price in international market.
These prices can be considered as stable with respect to farming
pattern as well as consumer pattern. Per hectare income of farmer is
more in case of basmati with respect to non basmati on MSP.
Reduction in market price of paddy/rice as stated above led to
substantial fall in the valuation of Inventory resulting into net loss
suffered by the company for the year ended 31-03-2015. Consequently,
there was shortfall in DP in respect of CC/PC limits availed from
different Banks in consortium. During the course of series of
consortium / joint lenders forum (JLF) meetings 'restructuring of debt'
emerged as the only acceptable corrective action plan by consensus. A
scheme for restructuring of debt was proposed by the company to the
lenders in the consortium. The restructuring scheme entails carving out
of the outstanding balances in cash credit and packing credit accounts,
over and above the DP and conversion of the same into WCTL. The said
WCTL is envisaged to be repaid over a period of eight years in
structured installments with moratorium of two years of repayment of
interest and installments, with funding of interest during moratorium.
To ascertain the techno-economic viability of the proposed debt
restructuring scheme a study was carried out by M/s Dun & Brad street
who after a detailed study of the production units of the company
viewed that the said debt restructuring scheme was techno -
economically viable. The final report of the restructuring scheme
alongwith reports of independent Bank's empanelled valuers, as approved
by the lenders, was subjected to evaluation by Independent Evaluation
Committee (IEC) as per RBI guidelines, which has been approved.
The Company is in the business of the agro processing, grain marketing
and electricity power generation. The Company is primarily engaged in
the handling, storage, and transportation of foodgrains. In the
process, the prime motive is to preserve and store the food grains.
Warehousing infrastructure and packing plays key role in process
efficiency and profitability as also earn the benefits under the tax
laws. Your Company's USP is excellent quality, strategic procurement &
marketing and increasing export base. Your Company's presence is all
pervasive starting from grass root level of farmers,mandi yards through
representatives, procurement, transportation, warehousing, paddy
processing, generating other by-products like rice bran-oil, de-oiled
cakes and using husk for power plant.
A detailed discussion on the business performance and future outlook
has been given in 'Management Discussion and Analysis' (MDA).
Consolidated financial statements
Further pursuant to Accounting Standard -21 (AS- 21) issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented in this Annual Report include financial
information of the subsidiary companies i.e Punjab Greenfield Resources
Limited, M/s Lakshmi Green Power Limited and M/s Green Energy and Foods
Pte. Ltd, Singapore.
Change in nature of Business
During the year under review, there was no change in the nature of
Business.
Expansion & Modernization
During the period under review, the company has taken the following
expansion/modernization activities:
* To improve the efficiency of various departments, there was a need to
build a new administration block at the Works of the Company at
Khamanon. The Company has started building state of art modern office
to meet the current and future need of the administration office.
* To improve the quality and implement the quality surveillance
requirements, the Company has added Sortex Unit within the works at
Khamanon.
Performance of Subsidiaries
The following may be read in conjunction with the Consolidated
Financial Statements prepared in accordance with Accounting Standard
21. Shareholders desirous of obtaining the report and accounts of your
Company's subsidiaries may obtain the same upon request. Further, the
report and accounts of the subsidiary companies will also be available
on Company's website, www.lakshmigroup.in, in a downloadable format.
Punjab Greenfield Resources Limited, a wholly owned subsidiary company
presently acts as a sales and marketing arm of LEAF and has been
engaged in buying the finished rice varieties from LEAF, warehousing
them and distributing them in various parts of the country using its
network of brokers, dealers and distributors.
M/s Lakshmi Green Power Limited and M/s Green Energy and Foods Pte.
Ltd, Singapore are subsidiary Companies incorporated in 2010. On being
operational, these companies shall significantly contribute to generate
power, improve logistics and mobilize additional exports.
Pan Gulf Foods and Industries FZ Co - The company could not commence
its operations and the process of Winding up and de- registration and
lease & license termination of "Pan Gulf Foods and Industries FZCO"
Jebel Ali , Dubai UAE was done in May 2015.
There is no associate company and joint venture of the company.
Material Subsidiaries - The Board of Directors of the Company in its
meeting approved the policy for determining Material Subsidiaries. At
present the Company does not have any Material Subsidiary. The Policy
on Material Subsidiary has been posted on the website of the Company at
the following link: http://lakshmigroup.in/downloads/ Policy on
material subsidiaries.pdf
The statement containing the salient feature of the financial statement
of a company's subsidiaries as per first proviso to sub-section (3) of
section 129 in Form AOC-1 is attached as Annexure-1 and forms part of
Annual Report.
Transfer to Reserves
The company has not transferred any amount in the General Reserve
during the period year under review.
Dividend
Taking into account loss incurred by the company, Board of directors of
the company did not recommend any dividend for the year ended 31st
March, 2015.
Directors
Mr. Janak Raj Singh was reappointed as Joint Managing Director of the
Company in the Board meeting held on 26th March, 2015, for a period of
three years with effect from 27th March, 2015. The Board recommends the
Special Resolution (regarding reappointment of Mr. Janak Raj Singh as
Joint Managing Director) for the approval by the Shareholders of the
Company at the ensuing Annual General Meeting.
The shareholders have reappointed Mr. Balbir Singh Uppal as Chairman &
Managing Director of the company for a further period of 3 (three)
years w. e. f. 1st September, 2014 at the 23rd Annual General Meeting
of the Company held on 24th September, 2014.
Mr. I. S. Gumber ceased to be Executive Director on 28th February, 2015
pursuant to end of his term; He continues on Board as non-executive
director. Mr. I. S. Gumber retires by rotation at the ensuing Annual
General Meeting of the Company.
Due to his pre-occupation, Mr. I.S.Gumber has not offered himself for
re-appointment. Since no proposal has been received for filling up the
vacancy, it is decided not to appoint any director in place of Mr.
I.S.Gumber. Mr. Kanwaljit Singh Jolly resigned from the Board w.e.f.1st
April 2015 due to health reasons. The Board of Directors records their
appreciation of the good work done by Mr. I.S.Gumber and Mr. Kanwaljit
Singh Jolly and acknowledges their contribution to the growth and
prosperity of the Company during their tenure as Directors.
Mr. Amarjit Singh, Mr.Nirdosh Bali, Mr.V.K.Mishra and Mr. Kanwaljit
Singh Jolly were appointed by the Members with effect from 24th
September, 2014 as Independent Directors of the Company under Section
149 of the Companies Act, 2013.
Brief resume/details of the Directors, who are to be
appointed/re-appointed as mentioned above have been furnished alongwith
the Explanatory Statement to the Notice of the ensuing Annual General
Meeting.
Mr. Sukhdeep Singh has been designated as Chief Financial Officer of
the Company on 14th November, 2014 pursuant to provisions of Section
203 of the Companies Act, 2013.
Declaration of Independence u/s 149(6)
The Board has received declarations from all the Independent Directors
of the Company confirming that they meet with the criteria of
independence as prescribed under sub-section (6) of Section 149 of the
Act, and in the opinion of the Board they fulfils the conditions
specified in the Act and the Rules made thereunder and are Independent
of the management.
Number of Board Meetings
During the year ended 31st March, 2015, eight meetings of the Board
were held on April 11,2014, May 30, 2014, August 12, 2014, August 23,
2014, November 14, 2014, February 13, 2015, March 26, 2015 and March
30, 2015.
Annual Evaluation - Board and its Committees
The Nomination and Remuneration ("NR") Committee has laid down proper
criteria and procedure to evaluate and scrutinize performance of the
Chairperson, each director (including Executive, Non-Executive and
Independent directors), of the Board as a whole and its Committee.
The criteria include different aspects covered under Administrative,
Strategic, Operational and Compliance headings.
As per laid down procedure, the Independent Directors held a separate
meeting to review the performance of the Chairperson of the Company
after taking into account the views of Executive and Non Executive
Directors. The substantial, and continuing, contribution of the
Chairperson in the growth of the Company has been highly commended.
The Independent Directors also reviewed performance of every Executive
and Non Executive Director of the Board. The performance evaluation of
each Independent Director was done by the entire Board (except the
Independent Directors being evaluated).
The performance of each committee has been evaluated by its members and
found to be highly satisfactory.
On the basis of this exercise, the NR Committee and the Board, after
recognising the important contribution being made by each Independent
Directors have decided that all Independent Directors should continue
to be on the Board.
Familiarisation programme for Independent Directors
During FY 2014-15, the Board including all Independent Directors were
explained about their roles, rights, responsibilities in the Company
through detailed presentations on the changes in backdrop of the
Companies Act, 2013 and Listing Agreement.
The Board including all Independent Directors was provided with
relevant documents, reports and internal policies to enable them to
familiarise with the Company's procedures and practices from time to
time besides regular briefing by the members of the Senior Leadership
Team.
The Familiarisation programme for Independent Directors is posted on
the website www.lakshmigroup.in and can be viewed at the following link
- http://lakshmigroup.in/downloads/FAMILIARIZATIONPROGRAMFORINDEPENDENT
DIRECTORS.pdf.
Remuneration Policy
Your Company has set up a Nomination and Remuneration ('NR') Committee
pursuant to Section 178 of the Act which has formulated a policy for
Directors' Appointment and remuneration for Directors, KMP and other
employees. They have also developed the criteria for determining
qualifications, positive attributes and independence of a Director
including making payments to Non-Executive Directors.
NR Committee takes into consideration the best remuneration practices
being followed in the industry while fixing appropriate remuneration
packages. Further the compensation package for Directors, Key
Managerial Personnel, Senior Management and other employees are
designed based on the following set of principles:
* Aligning key executive and board remuneration with the longer term
interests of the Company and its shareholders;
* Minimise complexity and ensure transparency;
* Link to long term strategy as well as annual business performance of
the Company;
* Promotes a culture of meritocracy and is linked to key performance
and business drivers; and
* Reflective of line expertise, market competitiveness so as to attract
the best talent.
Your directors affirm that the remuneration paid to employees, KMP and
Directors is as per the Remuneration Policy of the Company. The
Remuneration Policy of the Company is posted on the website
www.lakshmigroup.in and can be viewed at the following Link
http://lakshmigroup.in/Investor.html
Directors' Responsibility Statement
Your Directors make the following statement in terms of Section
134(3)(c) & (5) of the Act, which is to the best of their knowledge and
belief and according to the information and explanations obtained by
them:
1. that in the preparation of the annual accounts for the Financial
Year ended March 31,2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. that appropriate accounting policies have been selected and applied
consistently and 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 as at March 31, 2015 and of the Profit of your Company for
the Financial Year ended March 31,2015;
3. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Act, for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;
4. that the annual accounts for the Financial Year ended March 31,2015
have been prepared on a going concern basis;
5. that the Directors have laid down Internal Financial Controls which
were followed by the Company and that such Internal Financial Controls
are adequate and were operating effectively; and
6. that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Management Discussions and Analysis Report
Management Discussions and Analysis Report as required under Clause 49
of the Listing Agreement is given as a separate statement in the Annual
Report and forms part of this Report.
Corporate Governance
The company has complied with the Corporate Governance requirements, as
stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges. A separate section on Corporate Governance alongwith a
certificate from the Auditors of the company confirming the compliance
is annexed and forms part of this Report.
The Board has also evolved and adopted a Code of Conduct based on the
principles of Good Corporate Governance and best management practices
being followed globally. The Code is available on the website of the
Company www.lakshmigroup.in.
Transfer to Investor Education & Protection Fund
During the year under review, there was no amount of unpaid / unclaimed
dividend due to be transferred to "Investor Education and Protection
Fund" (IEPF) established by the Central Government.
Hereunder are the details of Dividends paid by the Company and their
respective due dates of transfer of unpaid or unclaimed dividends to
IEPF:
Dividend for the year Date of Declaration Due date for
of Dividend transfer to
IEPF
2007- 08 (Final Dividend) 27/03/2009 02/05/2016
2008- 09 (Final Dividend) 27/03/2010 02/05/2017
2009- 10 (Final Dividend) 26/03/2011 01/05/2018
2010- 11 (Final Dividend) 28/03/2012 03/05/2019
2011- 12 (Final Dividend) 28/03/2013 03/05/2020
2012- 14 (Interim Dividend) 03/05/2013 08/06/2020
Material Changes and commitments
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the company have
occurred between the end of the financial year of the company - 31st
March, 2015 and the date of this Report.
Changes in Capital Structure
Non exercise of option to convert the warrants into equity shares
As per the approval granted by the members of the Company at the 22nd
Annual General Meeting held on 28th March, 2013, the Company on receipt
of the requisite Stock Exchange Approvals had issued 34,80,000 warrants
of series-2 at Rs. 22/- per warrant to Mr.Balbir Singh Uppal (a part
of Promoters' Group) with an entitlement to convert into/exchange with
the equal number of Equity Shares of Rs.2/- each of the Company. Since
the Warrant holder did not exercise the conversion option within 18
months from the date of their allotment, so the entitlement of
conversion has lapsed and 25% up-front amount of Rs.1,91,40,000/-
received by the company on such warrants has been forfeited as per
terms.
Except the above matter, there has not been any change in capital
structure. Authorised Capital of the company is Rs.20,00,00,000 and
paid up capital is Rs.13,29,80,000/-.
Particulars of loans, guarantees and investments u/s 186
The details of the investments made by the Company are in Note No. 14
of the audited financial statements. The Company has not made any loans
to any persons within the meaning of Section 186 and has also not given
any guarantees within the meaning of that section.
Related Party Transactions
All related party transactions pursuant to Section 188(1) of the Act
that were entered into during the Financial Year were on an arm's
length basis and in the ordinary course of business. There were no
materially significant related party transactions made by your Company
with its Promoters, Directors, Key Managerial Personnel or other
designated persons which might have a potential conflict with the
interest of the Company at large.
Related Party Transactions were placed before the Audit Committee for
its approval. There was no matter requiring approval of the Board
therefore no detail is required to be provided in AOC-2. Your Company
has developed Standard Operating Procedures for the purpose of
identification of Related Party Transactions and monitoring on a
regular basis. Related party transactions were disclosed to the Board
on a regular basis as per AS-18.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at www. lakshmigroup.in and can be
viewed at the following link:
http://lakshmigroup.in/downloads/Relatedpartytransactionpolicy.pdf
None of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company except the remuneration received by respective
Directors.
Risk Management System
Your Company follows a comprehensive system of Risk Management and has
adopted a procedure for risk assessment and its minimisation. It
ensures that all the risks are timely defined and mitigated in
accordance with the Risk Management Process, including identification
of elements of risk which might threaten the existence of the Company.
During FY 2014- 15, your Company has also constituted a Risk Management
Committee which intensely monitors the Risk Management Process in the
Company and the same is periodically reviewed by the Board.
Vigil Mechanism/ Whistle Blower Policy
Your Company has in place a well formulated Vigil Mechanism/ Whistle
Blower Policy to deal with instance of fraud and mismanagement, if any.
The policy enables the employees, Directors and other stakeholders to
raise their concern. There was no incident when the access to the Audit
Committee was denied to any employees with respect to vigil mechanism.
The policy is posted on the website of the Company at www.
lakshmigroup.in at the following link: http://lakshmigroup.in/
downloads/VIGIL MECHANISM.pdf
Corporate Social Responsibility (CSR)
With the introduction of Section 135 of the Act, which came into effect
during this financial year, the Company has constituted a Corporate
Social Responsibility ("CSR") Committee. The Committee manages and
overviews the CSR projects of your Company. The CSR activities are
based on the CSR policy approved by the Board which is available on the
Company's website www.lakshmigroup.in under the section Investor
Information.
The CSR initiatives of the Company are identified in consultation with
the management, social experts, community and other stakeholders. The
implementation strategy is planned in a way so as to give sustainable
and scalable solutions. The identified focus areas for the Company are:
i) Eradicating hunger, poverty and malnutrition, promoting preventive
health care and sanitation and making available safe drinking water:
ii) Promoting education, including special education and employment
enhancing vocation skills especially among children, women, elderly,
and the differently abled and livelihood enhancement projects; iii)
Promoting gender equality, empowering women, setting up homes and
hostels for women and orphans; setting up old age homes, day care
centres and such other facilities for senior citizens and measures for
reducing inequalities faced by socially and economically backward
groups; iv) Ensuring environmental sustainability, ecological balance,
protection of flora and fauna, animal welfare, agroforestry,
conservation of natural resources and maintaining quality of soil, air
and water; v) Protection of national heritage, art and culture
including restoration of buildings and sites of historical importance
and works of art; setting up public libraries; promotion and
development of traditional arts and handicrafts; vi) Measures for the
benefit of armed forces veterans, war widows and their dependents; vii)
Training to promote rural sports, nationally recognised sports,
paralympic sports and Olympic sports; viii) Contribution to the Prime
Minister's National Relief Fund or any other fund set up by the Central
Government for socio-economic development and relief and welfare of the
Scheduled Castes, the Scheduled Tribes, other backward classes,
minorities and women; ix) Contributions or funds provided to technology
incubators located within academic institutions which are approved by
the Central Government; x) Rural development projects; xi) Such other
activities as may be recognized by the Committee/ Board or as may be
required/ permissible under prevailing law(s).
As on 31st March, 2015, Corporate Social Responsibility Committee
consisted of the following directors:
1. Mr. Balbir Singh Uppal, CMD - Chairman
2. Mr. Nirdosh Bali, Independent director - Member
3. Mr. Kanwaljit Singh Jolly, Independent director - Member
Mr. V.K.Mishra has been inducted as member of CSR committee w.e.f 29th
May, 2015 in place of Mr. Kanwaljit Singh Jolly who has resigned as
Director wef 1st April 2015.
The Company has actively supported various initiatives in the areas of
providing housing and promoting education to children from needy and
poor families over the years. The Annual Report on Corporate Social
Responsibility Activities is annexed herewith as Annexure-2 and forms
an integral part of this report.
Audit Committee
The Audit Committee of the Company comprises of the following
Non-Executive and Independent Directors:
1. Mr. Nirdosh Bali - Chairperson
2. Mr.V.K.Mishra - Member
3. Mr. Amarjit Singh - Member
The details about Audit Committee and its terms of reference etc. have
been given in Corporate Governance Report.
During the Year under review there was no such recommendation of the
Audit Committee which was not accepted by the Board.
Auditors
M/s. SMPS & Co., Chartered Accountants, New Delhi, Statutory Auditors
of the Company were appointed for 4 (four) consecutive years from the
date of the 23rd Annual General Meeting (AGM) for a term up to the
conclusion of 27th AGM of the Company (subject to ratification of the
appointment by the members at every AGM held after this AGM). At the
ensuing AGM, their appointment is proposed to be ratified. The Company
has received an eligibility letter from the auditors to the effect that
the ratification of their appointment, would be in accordance with
Sections 139 and 141 of the Act. The Board recommends the ratification
of their appointment.
Auditors' Report
The observations of Auditors in their Report, read with the relevant
notes to accounts are self explanatory and therefore do not require
further explanation pursuant to Section 134(3)(f)(i). There is emphasis
of matter in Auditor's report relating to note no. 29(1) of financial
statement. Yours directors clarify that the said note no. 29(1) of
financial statement is self explanatory and is a matter of record.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and rules made
thereof, your Company has appointed M/s. A. Arora & Co., Company
Secretaries to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report for the Financial Year ended March 31,2015 is
annexed herewith as Annexure-3. The Secretarial Auditor has neither
qualified the Secretarial Audit Report nor given any adverse remark for
which explanation may be required to be given in the Director's Report.
The observations of Secretarial Auditor in the Report are self
explanatory and therefore do not require further explanation.
Internal Control Systems and their Adequacy
The Company has a proper and adequate system of internal controls. This
ensures that all assets are safeguarded and protected against loss from
unauthorized use or disposition and those transactions are authorised,
recorded and reported correctly. An extensive programme of internal
audits and management reviews supplements the process of internal
control. Properly documented policies, guidelines and procedures are
laid down for this purpose. The internal control system has been
designed to ensure that the financial and other records are reliable
for preparing financial and other statements and for maintaining
accountability of assets. The Company has in place adequate internal
financial controls with reference to financial statements. During the
year, such controls were tested and no reportable material weakness in
the design or operation was observed.
Insider Trading Code
In compliance with the SEBI regulation on prevention of insider
trading, the Company had instituted a comprehensive Code of Conduct for
regulating, monitoring and reporting of trading by Insiders. The said
Code laid down guidelines, which advised them on procedures to be
followed and disclosures to be made, while dealing with shares of the
Company and cautioned them on consequences of non-compliances.
Further, the Company has put in place a Code of practices and
procedures of fair disclosures of unpublished price sensitive
information. Both the aforesaid Codes are in lines with the Securities
and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.
Deposits from Public
The Company has not accepted any deposits from public during the year
and as such no amount on account of Principal or interest on public
deposits was outstanding as on the date of balance sheet.
Stock Exchange Listing
The shares of the company are presently listed on the following Stock
Exchanges:
1. National Stock Exchange of India Limited;
2. BSE Limited;
During the year, Ludhiana Stock Exchange (LSE) voluntarily surrendered
its recognition and exited as Stock Exchange and SEBI de-recognized
Delhi Stock Exchange (DSE) as Stock Exchange during the year.
Consequently, shares of the company are no more listed on LSE and DSE.
Personnel
As on March 31,2015, the total numbers of employees on the records of
the Company were 287. Directors place on record their appreciation for
the significant contribution made by all employees, who through their
competence, dedication, hard work, co-operation and support have
enabled the Company to cross new milestones on a continual basis.
Particulars of Employees
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate Annexure-4 forming part of this Report.
Extract of Annual Return
The details forming part of the extract of the Annual Return pursuant
to Sections 92(2) and 134(3)(a) of the Act and rules made thereof in
form MGT 9 is annexed herewith as Annexure-5.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo.
Information required under Section 134(3)(m) of the Act, read with
rules made thereof is given hereunder.
(A) Conservation of Energy:
(i) The steps taken or impact on conservation of energy
In pursuit of continual improvement towards energy conservation and
compliance with environmental regulations, many initiatives have been
underway such as:
a. The maintenance of the Boiler and Turbine generator is carried out
regularly with optimum care with the help of the technical
professionals and modern equipments.
b. Most of the traditional lights are being converted into CFL/EFL.
c. Installation of variable frequency drives on high pressure boiler
deed water pumps, ID fans, FD fans and fuel feeders.
d. Installation of soft starter at grading point.
e. AC drive on cooling fans.
f. Capacitator panel for enhancing power factor.
g. Interlocking of motor operation to reduce the idle running hours of
the motor in terms of power saving and safety.
h. Schedule cleaning of condenser in power plant and heat exchanger of
various plants is being carried out to increase the heat transfer.
i. An O2 analyzer is used for monitoring and controlling flue gas of
the boiler.
j. Use of ETP treated water for horticulture.
k. Use of condensate steam/water in boiler for power generation.
l. Air compressor with latest technology is installed to reduce power
consumption at low load mode.
m. Additional air dryers provided in compressor air system to avoid
zero moisture to Sortex machines. Compressor air pipe lines are
changed with Aluminum pipes to maintain the quality of air entering
Sortex machines.
n. Captive husk based co-generation of power, reducing consumption
from main grid utilization.
o. Usage of other biomass fuel like rice/paddy straw, wheat straw to
reduce the consumption of rice husk.
p. Development of greenery all over the plant.
The above energy conservation measures would result in reduction in
energy consumption and effectively saving in drawal of power from the
State Grid upto 5 to 10%.
(ii) The steps taken by the Company for utilizing alternate sources of
energy :- The company is contemplating to install solar power plant.
(iii) The capital investment on energy conservation equipments:-
Further energy conservation is planned through replacement of and
modification of inefficient equipments and by providing automatic
controls to reduce idle running of equipments.
(B) Technology Absorption:
(i) the efforts made towards technology absorption and;
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution;
The Company is taking caring of latest developments and advancements in
technology and all steps are being taken to adopt the same. The Process
equipments installed in the plant are of from world class manufacturers
with latest technology like Satake -Japan, Schmidt Seager - Germany,
Shin Nippon Machinery Co. Ltd, Japan, Toyo Denki Power systems ,
Thermax, Sullair - US,ABB, Schneider, AREVA, Forbes Marshal etc. The
company's technical team is in process of exploring the opportunities &
updating new technology for sophisticated equipments with latest
technology.
(iii) Technology imported (imported during the last three years
reckoned from the beginning of the financial year)- None
(a) the details of technology imported;N.A
(b) the year of import; N.A
(c) whether the technology been fully absorbed:Yes
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; N.A
(iv) the expenditure incurred on Research and Development: The company
is yet to carry out R & D on product genes cultivation which could be
predominantly back end process.
(C) Foreign Exchange Earnings and Outgo:
i) Export Activities/Initiatives to Increase Exports/Development of New
Export Markets / Export Plans
EXPORT INITIATIVES 2014-15
During the period under review, your company focused on the export of
PUSA basmati 1121 rice and exported rice amounting to Rs.696.24 million
to Saudi Arabia and USA (previous year- Rs. 1157.95 million). Your
company is very active in exploring the new markets.
EXPORT PLAN FOR 2015-16
* Focus on existing international market for business growth
* Explore the possibility of export to other international markets.
* Opening of new overseas offices to improve customer touch points.
During the year under review, the earning on account of foreign
exchange (export sale) was Rs.714.30 million (Previous year Rs. 1132.86
million), and the outgo in foreign exchange was Rs.237.31 million
(Previous year - Rs.12.23 million).
Cost Auditors
The Board had appointed M/s Anil Sharma & Co., Cost Accountants,
Chandigarh, as the Cost Auditors of the Company in accordance with
Section 148 of the Companies Act, 2013 for the financial year 2014-15.
But, as per Cost Audit Rules-2014, Cost Audit is not applicable to our
company during 2014-15; so, Cost Audit Report for the year ended 31st
March 2015 is not required. However, Cost Auditors' Report for the
period 31st March, 2014 was forwarded to the Central Government in
pursuance of the provisions of the Companies Act, 2013.
Statutory Disclosures
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Deposit from the public falling within the ambit of Section 73 of
the Act and rules made thereof.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. Neither the Managing Director(s) nor the Whole-time Director(s) of
the Company receive any remuneration or commission from any of its
subsidiaries.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
6. The Company has in place a Prevention of Sexual Harrassment in line
with the requirements of the Sexual Harassment of Women at the
workplace (Prevention, Prohibition and Redressal) Act, 2013. An
internal complaints committee has been set up to redress, complaints
received regarding sexual harrassment.All employees (permanent,
contractual, temporary, trainees) are covered under this policy. During
the year 2014-2015, no complaints were received by the Company related
to sexual harrassment.
Acknowledgement
Directors wish to convey their sincere appreciation for the
co-operation and excellent assistance the company has received from
Banks, central/state government(s) and various ministries, departments
of the central/state government(s), dealers and valued business
associates without which it would not have been possible to achieve all
round progress and growth of the company. The Board also places on
record its appreciation to shareholders for their continued trust and
support. The Board also places on record its appreciation for the
continuous patronage of the customers of the company.
For and on Behalf of the Board
Sd/-
Place: Chandigarh Balbir Singh Uppal
Date: 13-08-2015 Chairman and Managing Director
DIN: 00064718
Mar 31, 2014
Dear Members
The directors are pleased to present the 23rd Annual Report and the
company''s audited accounts for the 18 months ended 31st March, 2014.
Financial Results
The summarised financial results of the Company for the 18 months ended
31st March, 2014 as compared to the preceding year are as under:
(Rupees in Million)
Standalone Consolidated
Particulars Current Previous Current Previous
Period Year Period Year
Ended Ended Ended Ended
31-03-2014 30-09-2012 31-03-2014 30-09-2012
Sale of products 18492.41 12100.40 19068.79 15466.90
Other Income 62.60 9.05 75.04 17.98
Total Revenue 18555.01 12109.45 19143.83 15484.87
Profit before Interest,
Depreciation and Tax 1406.16 1753.72 1437.21 1741.08
Finance Cost 963.80 1345.90 964.17 1346.03
Depreciation 639.12 398.88 641.63 399.54
Profit before tax (196.76) 8.94 (168.59) (4.49)
Tax expense
- Current tax - 1.79 0.32 -
- Deferred Tax (162.51) 100.51 (162.46) (100.16)
Profit after tax (34.25) 107.66 (6.45) 95.67
Add: Balance of Profit
brought forward 4909.05 4816.98 4880.59 4802.27
Add: Excess provision
of earlier years 46.46 - 46.46 -
Add: MAT credit
entitlement - 1.79 -
Profit available for
appropriation 4921.26 4926.43 4920.70 4897.97
Appropriations
Provision for dividend
(inc. of tax) - 14.69 - 14.69
Transfer to General Reserve - 2.69 - 2.69
Balance carried to
Balance Sheet 4921.26 4909.05 4920.70 4880.59
Financial & Performance Review
Your company''s USP is excellent quality, strategic procurement &
marketing and increasing export base. Your company''s presence is all
pervasive starting from grass root level of farmers, mandi yards
through representatives, procurement, transportation, warehousing,
paddy processing, generating other by-products like rice bran oil,
de-oiled cakes and using husk for power plant.
During the 18 months ended 31st March, 2014, your company recorded
Sales of Rs. 18492.41 million as compared to Rs. 12100.40 million in
year 2011-12, registering a growth of 1.88% over the last year on
annualized basis. PBT has recorded a deficit of Rs. 196.76 millions
which is mainly due to foreign exchange fluctuation. Whereas PAT
reflects deficit of Rs.34.25 million. However, your company is
effectively taking steps to mitigate losses out of forex fluctuation.
Change in FinancialY ear
The Board of Directors of the Company approved change in the financial
year of the Company from October-September to April-March effective
April 1, 2014. In view of this, the current financial year is for a
period of 18 months i.e. October 1, 2012 to March 31, 2014.
Expansion & Modernization
The Company is primarily engaged in the transportation, handling and
storage of food grains. In the process, the prime motive is to preserve
and store the foodgrains. Warehousing infrastructure and packing plays
key role in process efficiency and profitability as also earn tax
benefits under the tax laws.
During the period under review, the company has taken the following
measures for expansion/modernization:
- Installed new Sella Plant and balancing equipment.
- Extended the warehousing capacity within the factory premises.
- Set up Mumbai Office
- Added machinery in the existing Power Plant Transfer to Reserves
The company has not transferred any amount in the General Reserve
during the period year under review.
Dividend
During the period under review, Interim dividend of Rs.0.30 per share
was paid in May, 2013 Taking into account profitability and interim
dividend already paid, Board of directors of the company did not
recommend final dividend for the period ended 31st March, 2014.
Changes in Capital Structure
Board of Directors of the company in its meeting held on April 22,
2013, had allotted 67,80,000 warrants convertible into equal number of
equity shares of Rs.2/- each at an issue price of Rs.22/- each
(including premium of Rs.20/- per share) to Mr. Balbir Singh Uppal,
Promoter, on preferential basis as per details given below, in
accordance with the Chapter VII of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009 and in terms of In-Principle
approvals received from NSE and BSE.
Series-1 Series-2 Total
Convertible Warrants allotted 33,00,000 34,80,000 67,80,000
Issue Price (Rs./share) 22 22 22
On 5th July, 2013, the company allotted 33,00,000 equity shares of
Rs.2/- each at a premium of Rs.20/- per share to Mr.Balbir Singh Uppal
on conversion of 33,00,000 Convertible Warrants of Series-1.
Authorised Capital of the company is Rs.20,00,00,000 and paid up
capital is Rs.13,29,80,000 after the aforesaid allotment.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
During the period under review, the Company has transferred unpaid /
unclaimed dividend for the FY 2005-06 (interim & final) and FY 2006-07
(interim) amounting to Rs.13,06,302/- to "Investor Education and
Protection Fund" (IEPF) established by the Central Government within
the stipulated time period.
Hereunder are the details of Dividends paid by the Company and their
respective due dates of transfer of unpaid or unclaimed dividends to
IEPF:
Dividend for the year Date of Declaration of Due date for transfer to
Dividend IIEPF
2007-08 (Final Dividend) 27/03/2009 02/05/2016
2008-09 (Final Dividend) 27/03/2010 02/05/2017
2009-10 (Final Dividend) 26/03/2011 01/05/2018
2010-11 (Final Dividend) 28/03/2012 03/05/2019
2011-12 (Final Dividend) 28/03/2013 03-05-2020
2012-14 (Interim Dividend) 03/05/2013 08-06-2020
Material Changes and commitments
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the company have
occurred between the end of the financial year of the company - 31st
March, 2014 and the date of this Report.
Management Discussions and Analysis Report
Management Discussions and Analysis Report as required under Clause 49
of the Listing Agreement is given as a separate statement in the Annual
Report and forms part of this Report.
Fixed Deposits
The Company has not invited / received any fixed deposits during the
period.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo.
a. Conservation of Energy & Technology Absorption:
i & ii Energy Conservation Measures taken and Additional Investments /
Proposals, if any, being implemented for reduction of consumption of
energy:
In pursuit of continual improvement towards energy conservation and
compliance with environmental regulations, many initiatives have been
underway such as:
a. The maintenance of the Boiler and Turbine generator is carried out
regularly with optimum care with the help of the technical
professionals and modern equipments.
b. Most of the traditional lights are being converted into CFL/EFL.
c. Installation of variable frequency drives on high pressure boiler
deed water pumps, ID fans, FD fans and fuel feeders.
d. Installation of soft starter at grading point.
e. AC drive on cooling fans.
f. Capacitator panel for enhancing power factor.
g. Interlocking of motor operation to reduce the idle running hours of
the motor in terms of power saving and safety.
h. Schedule cleaning of condenser in power plant and heat exchanger of
various plants is being carried out to increase the heat transfer.
i. An O2 analyzer is used for monitoring and controlling flue gas of
the boiler.
j. Scale Ban Equipment (non-chemical treatment equipment) is installed
at Power Plant Condenser inlet to reduce chemical consumption in
cooling tower and reduce water blow down.
k. Use of ETP treated water for horticulture.
l. Using fuel additives in boiler to increase the combustion
efficiency.
m. Use of condensate steam/water in boiler for power generation.
n. Air compressor with latest technology is installed to reduce power
consumption at low load mode.
o. Compressor air pipe lines are changed with Aluminum pipes to
maintain the quality of air entering Sortex machines.
p. Captive husk based co-generation of power, reducing consumption
from main grid utilization.
q. Usage of other biomass fuel like rice/paddy straw, wheat straw to
reduce the consumption of rice husk.
r. Development of greenery all over the plant.
iii Impact of i & ii above for reduction of energy consumption
The above energy conservation measures would result in reduction in
energy consumption and effectively saving in drawal of power from the
State Grid upto 5 to 10%.
iv. Total Energy consumption and Energy consumption per unit of
production as per Form ''A The additional information as required under
the provisions of Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules 1988 are given as Annexure-I to this report
and forms part of it.
b. Technology Absorption: The Company is taking caring of latest
developments and advancements in technology and all steps are being
taken to adopt the same. The Process equipments installed in the plant
are of from world class manufacturers with latest technology like
Satake -Japan, Schmidt Seager - Germany, Shin Nippon Machinery Co. Ltd,
Japan, Toyo Denki Power systems , Thermax, Sullair - US,ABB, Schneider,
AREVA, Forbes Marshal etc. The company''s technical team is in process
of exploring the opportunities & updating new technology for
sophisticated equipments with latest technology. However, the company
is yet to carry out R & D on product genes cultivation which could be
predominantly back end process.
c. Foreign Exchange Earnings and Outgo:
i) Export Activities/Initiatives to Increase Exports/Development of New
Export Markets / Export Plans
EXPORT INTIATIVES 2012-14
During the period under review, your company focused on the export of
PUSA basmati 1121 rice and exported rice amounting to Rs.1157.95
million to gulf countries, Australia and USA (Previous year - Rs.
1292.56 milling).Your company is very active in exploring the new
markets.
EXPORT PLAN FOR 2014-15
- Focus on existing international market for business growth
- Explore the possibility of export to other international markets.
- Opening of new overseas offices to improve customer touch points.
During the year under review, the earning on account of foreign
exchange (export sale) was Rs.1132.86 million (Previous year Rs.
1320.99 million), and the outgo in foreign exchange was Rs.12.23
million (Previous year - Rs. 132.51 million).
Particulars of Employees
Details and information of employees of the company who were in receipt
of remuneration as prescribed under section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 is given in the Annexure-II to this Report.
Directors
During the year under report, Mr. Vilas Unavane resigned from the
directorship of the company. The Directors place on record their
appreciation of the valuable services rendered and guidance received
from him during his tenure as member of the board.
At the ensuing annual general meeting, Mrs. Vijay Luxmi will retire by
rotation and being eligible, offer herself for re- appointment. Your
directors recommend her re-appointment at the ensuing annual general
meeting.
Your Board recommends the re-appointment of Mr. Balbir Singh Uppal as
Chairman and Managing Director of the Company for a period of three
years with effect from 1st September, 2014. Board also recommends Mr.
Janak Raj Singh as Joint Managing Director of the Company for a period
of three years with effect from 27th March, 2015.
Further in terms of the provisions of the Companies Act, 2013, Mr.
Amarjit Singh, Mr. Nirdosh Bali, Mr. V.K.Mishra and Mr. Kanwaljit
Singh Jolly, Non-Executive and Independent Directors of the Company
whose office are liable to determination by retirement of Directors by
rotation have been appointed as Independent Directors in terms of
Sections 149 and 152 of the Companies Act, 2013 for 5 (five)
consecutive years from the date of the 23rd Annual General Meeting. The
Board has received declarations from all the Independent Directors of
the Company confirming that they meet with the criteria of independence
as prescribed under sub-section (6) of Section 149 of the Companies
Act, 2013 and who in the opinion of the Board fulfils the conditions
specified in the Act and the rules made thereunder and are Independent
of the management. Thus, the Board recommends their appointment as
Independent Directors.
Brief resume/details of the Director, who is/are to be
appointed/re-appointed as mentioned herein above has been furnished in
the Notice of AGM.
Human Resource Development
During the year under review, your company''s commitment to building
harmonious employee relations was evident from the successful and
smooth running of its operations at its works. The collaborative spirit
of partnership across all sections of employees and their sense of
ownership and commitment has sustained the culture of excellence,
learning and readiness to change. The collective dedication of the
employees is helping your company in delivering superior customer and
shareholder value. Your company salutes the unflinching commitment of
its dedicated team of employees. Industrial relations have been
cordial.
Corporate Governance
The company has complied with the Corporate Governance requirements, as
stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges. A separate section on Corporate Governance alongwith a
certificate from the Auditors of the company confirming the compliance
is annexed and forms part of this Report.
Subsidiary Companies
Punjab Greenfield Resources Limited, a wholly owned subsidiary company
presently acts as a sales and marketing arm of LEAF and has been
engaged in buying the finished rice varieties from LEAF, warehousing
them and distributing them in various parts of the country using its
network of brokers, dealers and distributors.
M/s Lakshmi Green Power Limited and M/s Green Energy and Foods Pte.
Ltd, Singapore are subsidiary companies incorporated in 2010. On being
operational, these companies shall significantly contribute to generate
power, improve logistics and mobilize additional exports.
Pan Gulf Foods and Industries FZ Co- The company has ventured into
setting up its subsidiary company in Dubai. This company will process,
package and distribute LEAF''s basmati rice brands in GCC countries,
Iran, Kingdom of Saudi Arabia, Yemen, Iraq and North Africa, this
Company is yet to start its operations.
A statement pursuant to section 212 of the Companies Act, 1956,
relating to subsidiary companies is attached to the accounts. In terms
of the approval granted by the Central Government vide letter No.
47/718/2010ÂCLÂIII dated December 28, 2010 under Section 212(8) of the
Companies Act, 1956, the audited accounts and Reports of Board of
Directors and Auditors of the Company''s subsidiaries have not been
annexed to this Annual Report. The Company will make available the
Annual Accounts of the subsidiaries to any of the member of the Company
who may be interested in obtaining the same. The annual accounts of the
subsidiaries will also be kept open for inspection at the Registered
Office of the Company.
Consolidated financial statements
Further pursuant to Accounting Standard -21 (AS- 21) issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented in this Annual Report include financial
information of the subsidiary companies i.e Punjab Greenfield Resources
Limited, M/s Lakshmi Green Power Limited and M/s Green Energy and Foods
Pte. Ltd, Singapore.
Auditors
During the period under review, M/s. S. Kumar Gupta & Associates,
Chartered Accountants and M/s B.K.Nayar & Co. Chartered Accountants,
had resigned as Statutory Auditors of the company. In the Extra
Ordinary General Meeting held on 17th May, 2014, M/s. SMPS & Co.,
Chartered Accountants, New Delhi were appointed as Statutory Auditors
of the Company to conduct the Statutory Audit for the period ended 31st
March, 2014. M/s. SMPS & Co., Chartered Accountants hold office until
the conclusion of the ensuing annual general meeting and are
recommended for re-appointment for 4 (four) consecutive years from the
date of the 23rd Annual General Meeting (AGM) for a term upto the
conclusion of 27th AGM of the Company in the Calendar year 2018
(subject to ratification of the appointment by the members at every AGM
held after this AGM). The company has obtained a certificate from M/s.
SMPS & Co., Chartered Accountants to the effect that their proposed
re-appointment, if made, would be in accordance and conformity with the
limits as specified in that section.
Auditors'' Report
The observations of Auditors in their Report, read with the relevant
notes to accounts are self explanatory and therefore do not require
further explanation.
Cost Auditors
The Board has re-appointed M/s Anil Sharma & Co., Cost Accountants,
Chandigarh, as the Cost Auditors of the Company in accordance with
Section 148 of the Companies Act, 2013 for the financial year 2014-15.
The Cost Auditors'' Report for the period 31st March, 2014 will be
forwarded to the Central Government in pursuance of the provisions of
the Companies Act, 2013 or any enactment thereof.
Internal Control Systems and their Adequacy
The Company has a proper and adequate system of internal controls. This
ensures that all assets are safeguarded and protected against loss from
unauthorised use or disposition and those transactions are authorised,
recorded and reported correctly.
An extensive programme of internal audits and management reviews
supplements the process of internal control. Properly documented
policies, guidelines and procedures are laid down for this purpose. The
internal control system has been designed to ensure that the financial
and other records are reliable for preparing financial and other
statements and for maintaining accountability of assets.
The Company also has an Audit Committee, comprising of 3 Directors
including 2 Non-Executive & Independent professionally qualified
Directors, who interact with the Statutory Auditors, Internal Auditors,
Cost Auditors and Auditees in dealing with matters within its terms of
reference. The Committee mainly deals with accounting matters,
financial reporting and internal controls. During the period under
review, the Audit Committee met seven times.
Directors'' Responsibility Statement
Your Directors make the following statement in terms of Section
217(2AA) of the Companies Act, 1956, which is to the best of their
knowledge and belief and according to the information and explanations
obtained by them:
1. that in the preparation of the annual accounts for the period ended
March 31, 2014, the applicable accounting standards have been followed;
2. that appropriate accounting policies have been selected and applied
consistently and 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 as at March 31, 2014 and of the Profit of the Company for
the period ended March 31, 2014;
3. 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; and
4. that the annual accounts for the period ended March 31, 2014 have
been prepared on a going concern basis.
Corporate Social Responsibility (CSR)
Your company is taking active part in promoting education to children
from needy and poor families. Necessary funds have been allocated and
disbursed towards the same.
Stock Exchange Listing
The securities of the company are presently listed on the following
Stock Exchanges:
1. National Stock Exchange of India Limited;
2. Bombay Stock Exchange Limited;
3. Ludhiana Stock Exchange Limited;
4. Delhi Stock Exchange Limited
The company has paid the listing fees for the financial year 2013-14 to
all the Stock Exchanges wherein the equity shares of the company are
presently listed.
The Companies Act, 2013
During the current FY the Companies Act, 1956 has been replaced by
Companies Act, 2013 and became applicable for every company from April
1, 2014. Your Company has been regular in keeping pace with the fast
changes that has become applicable and initiated necessary actions
accordingly. Some of the important initiatives are as under:
a) Modification in terms of Audit Committee;
b) Modification in terms of Nomination and Remuneration Committee;
c) Modification in terms of Stakeholders Relationship Committee;
d) Appointment of Secretarial Auditors;
e) Setting up of Vigil Mechanism;
f ) Constitution of Corporate Social Responsibility Committee;
g) Identification of Related parties as per new Act.
Acknowledgement
Your company''s board and employees are inspired by their vision of
sustaining LEAF''s position as one of India''s most significant company
in the food segment through world class performance creating enduring
value for all shareholders and the Indian society.
Your directors wish to convey their sincere appreciation for the
co-operation and excellent assistance the company has received from
Banks, central/state government(s) and various ministries, departments
of the central/state government(s), dealers and valued business
associates without which it would not have been possible to achieve all
round progress and growth of the company. The Board also places on
record its appreciation to shareholders for their continued trust and
support and also for the devoted services of all the employees of the
company for their outstanding contribution to the operations during the
year under review. The Board also places on record its appreciation for
the continuous patronage of the customers of the company.
For and on Behalf of the Board
Sd/-
Place: Chandigarh Balbir Singh Uppal
Date: 30.05.2014 Chairman and Managing Director
Sep 30, 2012
Dear Members
The directors are pleased to present the 22nd Annual Report of your
company together with the Audited Annual Accounts for the year ended
30th September, 2012.
Financial Results
The summarised financial results of the Company for the year ended 30th
September, 2012 as compared to the preceding year are as under:
(Rupees in Million)
Particulars Current Year Previous Year
(2011-12) (2010-11)
Sales 12100.40 10370.88
Other Income 9.05 9.70
Total Income 12109.45 10380.58
Profit before Interest, Depreciation and Tax 1753.72 1483.93
Financial Expenses 1345.90 1057.70
Depreciation 398.88 386.03
Profit before tax 8.94 40.20
Less: Tax expense
- Current Tax 1.79 8.01
- Deferred Tax (100.51) (91.09)
Profit after tax 107.66 123.28
Add: MAT credit entitlement 1.79 8.01
Add: Balance of Profit brought forward 4816.98 4703.56
Profit available for appropriation 4926.43 4834.85
Appropriations
Provision for dividend (inc. of tax) 14.69 14.79
Transfer to General Reserve 2.69 3.08
Balance carried to Balance Sheet 4909.05 4816.98
Financial & Performance Review
Your company''s USP in terms of excellent quality, strategic procurement
& marketing and sustaining export base, has helped your company
successfully navigate steady growth during year inspite of economic
challenges such as increasing gap of CAD, sluggish GDP, inflation,
forex volatility and season based agri-product.
Your company''s presence is all pervasive starting from grass root level
of farmers, mandi yards through representatives, procurement,
transportation, warehousing, paddy processing, generating other
by-products like rice bran oil, de-oiled cakes and using husk for power
plant.
During the year, your company recorded Sales of Rs. 12100.40 million as
compared with Rs. 10370.88 million in 2010-11, registering a growth of
16.68% over the last year. Profit before tax was recorded at Rs.8.94
million during the year showing decline in profitability in comparison
with last year''s profit of Rs.40.20 million. However, PBT was recorded
after adjusting non-recurring forex fluctuation deficit of Rs.388.58
million. The PBT without adjustment of said forex deficit would be
Rs.397.52 million. Whereas PAT reflects Rsl07.66 million post
adjustment forex loss. Please refer alongside chart for the
comparison.
In order to mitigate losses out of forex fluctuation, your company has
adopted robust Risk Management Policy compatible to business process.
Risk Management Committee has been formed to regularly analyse and
recommend action points. Furthermore, separate team of experts is
contemplated to review company''s approach and to optimize financial
cost.
However, the current year''s performance has brought positivity and good
opportunity to improve the performance as the rice prices have picked
up smartly in domestic and overseas markets. New storage capacity has
been created by the company that will help it to reduce the cost of
godown rentals substantially.
Expansion & Modernization
The Company is primarily engaged in the transportation, handling and
storage of food grains. In the process, the prime motive is to preserve
and store the food grains. Warehousing infrastructure & packaging plays
key role in process efficiency and profitability as also earn tax
benefits under the tax laws. In consonance with growth, your company
has taken preemptive steps to augment warehousing capacity to the tune
of 1 million sq.feet within factory premises. Hence, cumulative covered
warehousing capacity exceeded 1.50 million sq.feet in addition to 1
million sq.feet of open storage.
During the year, a new Automated Packaging Unit line was also installed
to enhance capacity & quality of packaging.
Transfer to Reserves
The company has transferred Rs. 2.69 millions in the General Reserve
during the year under review in pursuance to the provisions of
Companies (Transfer of Profits to Reserves) Rules, 1975.
Dividend
Having due regard to the profit of the year, Board of directors have
recommended a dividend of Rs. 0.20 per share (10%) for the year ended
30th September, 2012.
EQUITY SHARE CAPITAL
During the year under review, the company has not issued any equity
share. The Authorised Capital of the company is Rs.20,00,00,000 and
paid up capital is Rs.12,63,80,000.
TRANSFERTO INVESTOR EDUCATION & PROTECTION FUND
In terms of Section 205A (5) and 205C of the Companies Act, 1956, the
Company has deposited Rs.3,98,369/- (on 13/03/2012) being un-claimed
2nd interim dividend for the year 2004-05 and Rs.3,69,053/- (on
26/11/2012) being un- claimed interim dividend for the year 2005-06 in
the "Investor Education and Protection Fund" established by the
Central Government.
Hereunder are the details of Dividends paid by the Company and their
respective due dates of transfer of unpaid or unclaimed dividends to
the designated fund to the Central Government:
Dividend for the year Date of Declaration of Due date for
transfer to
Dividend Investor
Education and
Protection Fund
2005-06 (Final Dividend) 22/09/2006 28/10/2013
2006-07 (Interim Dividend) 15/02/2007 24/02/2014
2007-08 (Final Dividend) 27/03/2009 02/05/2016
2008-09 (Final Dividend) 27/03/2010 02/05/2017
2009-10 (Final Dividend) 26/03/2011 01/05/2018
2010-11 (Final Dividend) 28/03/2012 03/05/2019
Material Changes and commitments
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the company have
occurred between the end of the financial year of the company - 30th
September, 2012 and the date of this Report.
Management Discussions and Analysis Report
Management Discussions and Analysis Report as required under Clause 49
of the Listing Agreement is given as a separate statement in the Annual
Report and forms part of this Report.
Public Deposits
During the year under review, your company did not accept any deposits
from the public in terms of the provisions of Section 58A of the
Companies Act, 1956.
Conservation of Energy,Technology Absorption, Foreign Exchange Earnings
and Outgo.
a. Conservation of Energy &Technology Absorption:
I & ii Energy Conservation Measures taken and Additional Investments /
Proposals, if any, being implemented for reduction of consumption of
energy:
In pursuit of continual improvement towards energy conservation and
compliance with environmental regulations, many initiatives have been
underway. Such as:
a. The maintenance of the Boiler and Turbine generator is carried out
regularly with optimum care with the help of the technical
professionals and modern equipments.
b. Most of the traditional lights are being converted into CFL/EFL.
c. Installation of variable frequency drives on high pressure boiler
deed water pumps, ID fans and fuel feeders.
d. Installation of soft starter at grading point.
e. AC drive on cooling fans.
f. Capacitator for enhancing power factor.
g. Interlocking of motor operation to reduce the idle running hours of
the motor.
h. Schedule cleaning of condenser in power plant and heat exchanger of
various plants is being carried out to increase the heat transfer.
I. An O2 analyzer is used for monitoring and controlling flue gas of
the boiler.
j. Scale Ban Equipment (non-chemical treatment equipment) is installed
at Power Plant Condenser inlet to reduce chemical consumption in
cooling tower and reduce water blow down.
k. Use of ETP treated water for horticulture.
l. Using fuel additives in boiler to increase the combustion
efficiency.
m. Use of condensate steam/water in boiler for power generation.
n. New compressor with latest technology is installed to reduce power
consumption at low load mode.
o. Compressor air pipe lines are changed with Aluminum pipes to
maintain the quality of air entering Sortex machines.
p. Captive husk based co-generation of power, reducing consumption from
main grid utilization.
q. Usage of other biomass fuel like rice/paddy straw, wheat straw to
reduce the consumption of rice husk.
iii Impact of i & ii above for reduction of energy consumption
The above energy conservation measures would result in reduction in
energy consumption and effectively saving in drawal of power from the
State Grid upto 5 to 10%.
iv. Total Energy consumption and Energy consumption per unit of
production as per Form ''A''
The additional information as required under the provisions of Section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules 1988 are given as Annexure-I to this report and forms part of it.
b. Technology Absorption: The Company is taking care of latest
developments and advancements in technology and all steps are being
taken to adopt the same. The process equipments installed in the plant
are from world class manufactures with latest technology like
Satake-Japan, Schmidt Seager- Germany, Shin Nippon Machinery Co. Ltd.,
Japan, Toyu Denki Power Systems, Thermax, Sullair-US, ABB, Schneider,
AREVA, Forbes Marshal etc. The Company''s technical team is in process
of exploring the opportunity & updating new technology for
sophisticated equipments with latest technology. However, the company
is yet to carry out R&D on product genes cultivation which could be
predominantly back end process.
c. Foreign Exchange Earnings and Outgo:
i) Export Activities/Initiatives to Increase Exports/Development of New
Export Markets / Export Plans
EXPORT INITIATIVES 2011-12
During the year under review, your company focused on the export of
PUSA basmati 1121 rice and exported the goods amounting to Rs.1320.99
million to gulf countries, Africa and USA. Your company is very active
in exploring the new markets.
EXPORT PLAN FOR 2012-13
Focus on existing international market for business growth
Explore the possibility of export to other international markets.
Opening of new overseas offices to improve customer touch points.
During the year under review, the earning on account of foreign
exchange (export sale) was Rs. 1320.99 million (Previous year Rs.
3470.09 million), and the outgo in foreign exchange was Rs. 132.51
million (Previous year - Rs. 58.05 million).
Particulars of Employees
Details and information of employees of the company who were in receipt
of remuneration as prescribed under section 2l7(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 is given in the Annexure-II to this Report.
Directors
During the year under report, Maj.Gen.A.L.Suri and Mr. Harwant Singh
resigned from the directorship of the company.The Directors place on
record their appreciation of the valuable services rendered and
guidance received from them during their tenure as members of the
board.
Mr.Vilas P. Unavane was appointed as an Additional Director in the
category of Non-Executive and Independent Director with effect from
IstAugust, 20I2.The Directors extend their warm welcome to the new
member on the Board and wish him a successful and fruitful tenure with
the company.
At the ensuing annual general meeting, Mr. I.S.Gumber, Mr.V.K.Mishra
and Mr. Kanwaljit Singh Jolly will retire by rotation and being
eligible, offer themselves for re-appointment. Your directors recommend
their re-appointment at the ensuing annual general meeting.
Human Resource Development
During the year under review, your company''s commitment to building
harmonious employee relations was evident from the successful and
smooth running of its operations at its works.The collaborative spirit
of partnership across all sections of employees and their sense of
ownership and commitment has sustained the culture of excellence,
learning and readiness to change. The collective dedication of the
employees is helping your company in delivering superior customer and
shareholder value.Your company salutes the unflinching commitment of
its dedicated team of employees. Industrial relation have been cordial.
Corporate Governance
The company has complied with the Corporate Governance requirements, as
stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges.A separate section on Corporate Governance alongwith a
certificate from the Auditors of the company confirming the compliance
is annexed and forms part of this Report.
Subsidiary Companies
Punjab Greenfield Resources Limited (PGRL) a wholly owned subsidiary
company presently acts as a sales and marketing arm of LEAF and has
been engaged in buying the finished rice varieties from LEAF,
warehousing them and distributing them in various parts of the country
using its network of brokers, dealers and distributors.
M/s Lakshmi Green Power Limited (LGPL) and M/s Green Energy and Foods
Pte. Ltd, Singapore (GEFPL) are subsidiary companies incorporated in
2010. On being operational, these companies shall significantly
contribute to generate power, improve logistics and mobilize additional
exports.
A statement pursuant to section 212 of the Companies Act, 1956,
relating to subsidiary companies is attached to the accounts. In terms
of the approval granted by the Central Government vide letter No.
47/7I8/20I0-CL-III dated December 28, 20I0 under Section 2I2(8) of the
Companies Act, I956, the audited accounts and Reports of Board of
Directors and Auditors of the Company''s subsidiaries have not been
annexed to this Annual Report. The Company will make available the
Annual Accounts of the subsidiaries to any of the member of the Company
who may be interested in obtaining the same.The annual accounts of the
subsidiaries will also be kept open for inspection at the Registered
Office of the Company.
Consolidated financial statements
Further pursuant to Accounting Standard -2I (AS- 2I) issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented in this Annual Report include financial
information of the subsidiary companies i.e PGRL, LGPL and GEFPL.
Auditors
M/s. S. Kumar Gupta & Associates, Chartered Accountants, Statutory
Auditors of the company hold office until the conclusion of the ensuing
annual general meeting and are recommended for re-appointment to audit
the accounts of the company for the financial year 2012-13. As required
under the provisions of Section 224(1B) of the Companies Act, 1956, the
company has obtained a certificate from M/s. S. Kumar Gupta &
Associates, Chartered Accountants to the effect that their proposed
re-appointment, if made, would be in accordance and conformity with the
limits as specified in that section.
Further, the Auditors have represented that they hold a valid Peer
Review Certificate issued by the ''Peer Review Board'' of ICAI.
Auditors'' Report
The observations made by the Statutory Auditors in the Auditors'' Report
are self-explanatory and do not require any further clarification.
Cost Auditors
During the year under review, Cost Audit Branch, Ministry of Corporate
Affairs (MCA) issued a notification no. 52/26/CAB-2010 dt. 02.05.2011
wherein it has been directed to conduct cost audit of the cost records
in respect of Electricity Generated and to maintain cost records under
Cost Accounting Records (Electricity Industry) Rules 2011, from the F/Y
2011-12.
Accordingly, the Board in its meeting held on 14-11-2011 had appointed
M/s Anil Sharma & Co., Cost Accountants, Chandigarh as Cost Auditors of
the Company for the financial year ending 30th September, 2012 and the
necessary approval in regard to their appointment has been granted by
the Ministry of Corporate Affairs (MCA) vide its communication dated
January 10, 2012. The Cost Auditors'' Report for 2011-12 will be
forwarded to the Central Government/MCA in pursuance of the provisions
of the CompaniesAct, 1956.
Internal Control Systems and theirAdequacy
Entire Supply Chain Management of your company''s product is classic
example of Batch mode cum Sequential processing. Hence, its important
to integrate pilferage and process control at vital stages.This also
includes Accounting, Inventory and Fund Management. Your company
believes that internal control is a necessary concomitant of the
principle of governance that freedom of management should be exercised
within a framework of appropriate checks and balances.Your company
remains committed to ensuring an effective internal control environment
that provides assurances on the efficiency of the operations and
security of the assets.
Adequate steps have been taken such as:
a. Reviewing ERP System with emphasis on real time accounting.
b. Robust Internal Audit with mandate of Reporting process/functional
gaps, if any, and suggesting rectification thereof.
c. Improved MIS/DeviationAnalysis reporting.
d. Automated system based cross checks.
Directors'' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors'' Report thereon, your directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
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 as at 30th September, 2012 and of the profit of the
company for the year ended on that date;
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 Annual Accounts on a going concern
basis.
Corporate Social Responsibility (CSR)
Your company is taking active part in promoting education to children
from needy and poor families. Necessary funds have been allocated and
disbursed towards the same. This is in addition to 110 houses allotted
to people below poverty line in Punjab in association with Government
of Punjab who has provided the land free of cost during previous year.
Stock Exchange Listing
The securities of the company are presently listed on the following
Stock Exchanges:
1. National Stock Exchange of India Limited
2. Bombay Stock Exchange Limited
3. Ludhiana Stock Exchange Limited
4. Delhi Stock Exchange Limited
The company has duly paid the listing fees for the financial year
2012-13 to all the Stock Exchanges wherein the equity shares of the
company are presently listed.
Acknowledgement
Your company''s board and employees are inspired by their vision of
sustaining LEAF''s position as one of India''s most significant company
in the food segment through world class performance creating enduring
value for all shareholders and the Indian society.
Your directors wish to convey their sincere appreciation for the
co-operation and excellent assistance the company has received from
Banks, central/state government(s) and various ministries, departments
of the central/state government(s), dealers and valued business
associates without which it would not have been possible to achieve all
round progress and growth of the company. The Board also places on
record its appreciation to shareholders for their continued trust and
support and also for the devoted services of all the employees of the
company for their outstanding contribution to the operations during the
year under review. The Board also places on record its appreciation for
the continuous patronage of the customers of the company.
For and on Behalf of the Board
Sd/-
Place: Chandigarh Balbir Singh Uppal
Date: 14.02.2013 Chairman and Managing Director
Sep 30, 2010
The directors have the pleasure in presenting and submitting the 20th
Annual Report of your company together with the Audited Annual Accounts
for the financial year ended September 30,2010.
Financial Highlights
Particulars For the year ended
30th September 2010 30th September 2009
(Rs. million) (Rs. million)
Sales 11676.61 6914.40
Other Income 24.84 9.77
Total Income 11701.45 6924.17
Profit before Interest,
Depreciation and Tax 2059.00 2182.51
Financial Expenses 734.11 681.67
Depreciation 367.00 347.09
Profit before tax 957.89 1153.75
Provision for tax
- Income tax 195.35 196.00
- Fringe benefit tax - 0.45
Deferred Tax Assets/(Liabilities) 68.77 (41.70)
Profit after tax 831.31 915.60
Add: Excess Provisions of tax in
earlier years 214.38 -
Add: MAT Credit entitlement 346.66 -
Less: Previous years adjustments - 0.14
Add: Balance of Profit brought
forward 3346.78 2561.27
Profit available for appropriation 4739.13 3476.73
Appropriations
Dividend tax paid of earlier years - 1.42
Provision for dividend (inc.of tax) 14.79 36.97
Transfer to General Reserve 20.78 91.56
Balance carried to Balance Sheet 4703.56 3346.78
The Audited statement of accounts for the year ended September 30,2010
is attached along with the Report.
Business Performance
During the year under review, Sales of the company was Rs. 11676.61
million as against Rs. 6914.40 million in the previous year. The
company was able to earn a profit before tax of Rs. 957.89 million
during the current financial year as against a profit before tax of Rs.
1153.75 million in the previous year. There was increase of 68.87% in
the sales but PBT has gone down by 16.98%. Profit after tax was Rs.
831.31 million as compared to Rs. 915.60 million in the previous year,
registering a decline of 9.20%.
While continuing to expand the export market for PUSA 1121 Basmati rice
initiated by us last year, in view of dcline in procurement of rice by
FCI on account of storage and quality in state of Punjab, we have
changed our business strategy during the year. The company has shifted
its focus to sale of PUSA 1121 Basmati rice in the Exports and Domestic
market. The PUSA 1121 Basmati rice has been very well accepted in the
Middle East countries which are major buyer of Indian Rice. Company has
launched its branded packaged PUSA 1121 Basmati rice under Lakshmi
Foods. PerceptH (Indias largest entertainment, media and
communication group) is assiting us in Brand building, design and
packaging etc for launching Lakshmi Foods brand Basmati Rice in
domestic market. Deloitte Touche Tohmatsu India Private Limited is also
advising the company in retail strategy.
Expansion and Diversification
Your company continued to pursue the policy of strengthening its
presence in its strategic markets by judicious timely expansion and
diversification of its business operations.
Paddy/Rice processing
After commissioning a 20 MT/hr capacity state of the act Rice
processing Plant (alongwith Sortex, Graders & Polishers) last year, we
have added the balancing equipment/facilities in terms of RO Plant,
efficient boilers and packaging units during the year to cater to the
requirement of manufacturing Premium Quality Branded Rice for the
domestic and export market. Your company started erecting two
Par-boiling Plants of 400 MT/day capacity each. One Plant has been
commissioned and other is nearing completion.
In view of the covered storage capacity required for paddy and finished
Basmati Rice, your company has embarked upon expanding its modern
warehousing capacity by one lac Sq. Yards on 20 Acres land (approx.)
within the factory premises to support companys PUSA 1121 Basmati Rice
export and domestic branded rice operations which shall also reduce the
storage cost in future. These warehouses are adjacent to the
Chandigarh-Ludhiana railway line being laid by the Government and this
proximity will be helpful to the company for transporting raw
material/finished goods through railways.
The company has started revamping entire infrastructure to make it more
modern, functional and efficient. Besides converting old plinth area
meant for open storage into covered warehouses, company has incurred
Capex towards purchase of land, modernization of old STAKE Paddy
Milling Plants, by adding more Optical Sortex Machines, Graders and
storage/Silos within the milling units, fully automatic packaging
system to cater to the branded domestic export markets. The company has
also started erecting new power saving instruments and other civil
works for the modern entrance with weigh bridges and staff quarters.
Your company has set up a Wholly Owned Subsidiary (WOS) Green Energy
and Foods Pte. Ltd., Singapore to expand its export market to the
South-East Asian countries. The WOS would also facilitate the parent
company for its import requirements infuture, if any.
Transfer to Reserves
The company has transferred Rs 20.78 million in the General Reserve
during the financial year under review in pursuance to the provisions
of Companies (Transfer of Profits to Reserves) Rules, 1975.
Dividend
Your directors now recommend a final dividend of
Rs0.20/-pershare(10%)fortheyearended September 30,th,2010.
Material Changes and commitments
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the company have
occurred between the end of the financial year of the company-
September 30th, 2010 and the date of this Report.
Management Discussions and Analysis Report
Management Discussions and Analysis Report as required under Clause 49
of the Listing Agreement is given as a separate statement in the Annual
Report and forms part of this Report.
Public Deposits
During the year under Report, your company did not accept any deposits
from the public in terms of the provisions of Section 58A of the
Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo.
a. Conservation of Energy &Technology Absorption:
i. Energy Conservation Measures taken: In pursuit of continual
improvement towards energy conservation and compliance with
environmental regulations many initiatives have been taken and
implemented in the year under review. The company is aware about energy
consumption and environmental issues related with it and is, therefore,
continuously making sincere efforts towards conservation of energy. The
maintenance of the Boiler and Electrical Equipments is carried out
regularly with optimum care with the help of the technical
professionals and modern equipments. New equipments such as pumps are
being purchased considering efficient performance to conserve energy.
Most of the traditional lights are being replaced with CFL.
The company is, in fact, engaged in the continuous process of further
energy conservation through improved operational and maintenance
practices.
ii. Additional Investments I Proposals, if any, being implemented for
reduction of consumption of energy: During the year, the company has
made substantial progress in installing the state of the art equipments
which are highly efficient and consume less energy for the same
productivity.
With the present resources, the company had taken overall measures to
reduce the consumption of energy. This was rendered possible through
proper maintenance, on regular intervals, of Plant & Machinery and
other electrical installed in the manufacturing / processing unit of
the company as well as replacing low energy consuming electrical items
in place of old ones.
iii. Impact of, & ii above for reduction of energy consumption: The
above energy conservation measures would result in reduction in energy
consumption and effectively saving" in withdrawal of power from the
State Grid. With the commissioning of husk based power plant, the
company has captive power and has become a net exporter of energy.
iv. Total Energy consumption and Energy consumption per unit of
production as per Form A: The additional information as required under
the provisions of Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules 1988 are given as Annexure-I to this report
and forms part of it.
b. Technology Absorption: The Company is taking care of latest
developments and advancements in technology and all steps are being
taken to adopt the same. The company is using latest technology which
is well established the world over. The company has installed / is
installing new equipments with latest technology for the purpose of
rice processing. However, the company has not carried any R&D and has
not incurred any expenditure during the year on this account as the
same was not needed and not possible in-house for improvement of the
process.
c. Foreign Exchange Earnings and Outgo:
i) Export Activities / Initiatives to Increase Exports / Development of
New Export Markets / Export Plans EXPORT INTIATIVES 2009-10
During the year under review, your company focused on the export of
PUSA basmati 1121 rice and exported amounting to Rs. 2103.60 million of
rice into gulf countries and USA. Your company is also considering the
proposal for development of new markets.
Star Export House
Your company has been issued a Certificate of Recognition as Star
Export House by Ministry of Commerce and Industry in accordance with
the provisions of the Foreign Trade Policy, 2009-2014.
EXPORT PLAN FOR 2010-11
- Concentrate on existing Middle-East market for business growth
Explore the possibility of export to other international markets also.
During the year under review, the earning on account of foreign
exchange (export sale) was Rs. 1326.69 million (Previous year Rs.
949.75 million) and the outgo in foreign exchange on account of spare
parts, capital goods and traveling was Rs. 13.17 million (Previous year
- Rs. 111.88 million).
Particulars of Employees
Details and information of employees of the company who were in receipt
of remuneration as prescribed under section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 is given in the Annexure-ll to this Report.
Directors
During the year under report, Mr. Sanjeev Sood resigned from the
directorship of the company. The Directors place on record their
appreciation of the valuable services rendered and guidance received
from Mr.Sanjeev Sood during his tenure as member of board.
Mr. Kanwal Jit Singh Jolly and Mr. V.K.Mishra were appointed as an
Additional Directors in the category of Non- Executive and Independent
Directors with effect from 29th April 2010. The Directors extend their
warm welcome to the new members on the Board and wish them a successful
and fruitful tenure with the company.
At the ensuing annual general meeting, Mr. I.S.Gumber, Ms. Vijay Luxmi
and Mr. Amarjit Singh will retire by rotation and being eligible, offer
themselves for re-appointment. Your directors recommend their
re-appointment at the ensuing annual general meeting.
Human Resource Development
During the year under review, your companys commitment to building
harmonious employee relations was evident from the successful and
smoothful running of its operations at its works. The collaborative
spirit of partnership across all sections of employees and their sense
of ownership and commitment has sustained the culture of excellence,
learning and readiness to change. The collective dedication of the
employees of the company is helping your company in delivering superior
customer and shareholder value. Your company salutes the unflinching
commitment of its dedicated team of employees.
Corporate Governance
The company has complied with the Corporate Governance requirements, as
stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges. A separate section on Corporate Governance alongwith a
certificate from the Auditors of the company confirming the compliance
is annexed and forms part of this Report.
Subsidiary Companies Accounts
Punjab Greenfield Resources Limited (PGRL) a wholly owned subsidiary
undertook only limited work during the year under review. The company
has been selling the non-branded rice and now, it envisages entering
the retail market of branded basmati rice besides other agri/food
products.
During the year, M/s Lakshmi Green Power Limited, Chandigarh (LGPL) and
M/s Green Energy and Foods Pte.Ltd, Singapore (GEFPL) have been
incorporated as subsidiaries.
A statement under Section 212 of the Companies Act, 1956, relating to
subsidiary companies is enclosed with this Report.
Further pursuant to Accounting Standard -21 (AS- 21) issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the company includes financial information of
PGRL but do not include figures in respect of LGPLandGEFPLas they are
yet to start their operations.
Auditors
M/s. S. Kumar Gupta & Associates, Chartered Accountants, Statutory
Auditors of the company hold office until the conclusion of the ensuing
annual general meeting and are recommended for re-appointment to audit
the accounts of the company for the financial year 2010-11. As required
under the provisions of Section 224(1B)ofthe Companies Act, 1956, the
company has obtained a certificate from M/s. S. Kumar Gupta &
Associates, Chartered Accountants to the effect that their proposed
re-appointment, if made, would be in accordance and conformity with the
limits as specified in that section.
AuditorsReport
The observations made by the Statutory Auditors in the Auditors Report
are self-explanatory and do not require any further clarification.
Internal Control Systems and their Adequacy
Your company believes that internal control is a necessary concomitant
of the principle of governance that freedom of management should be
exercised within a framework of appropriate checks and balances. Your
company remains committed to ensuring an effective internal control
environment that provides assurances on the efficiency of the
operations and security of the assets.
Group for inter-se transfer of shares
As required under Clause 3 (1) (e) of Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations,
1997, persons constituting Group (within the meaning as defined in the
Monopolies and Restrictive Trade Practices Act, 1969) for the purpose
of availing exemption from applicability of the provisions of
Regulation 10 to 12 of aforesaid SEBI Regulations, are given herein
below:
i M/s. Punjab Greenfield Resources Limited
ii M/s. LOIL Health Foods Limited
iii M/s. LOIL Continental Foods Limited
iv M/s. LOIL Overseas Foods Limited
v M/s. Ganeshay Overseas Industries Limited
vi M/s. Victor Foods India Limited
viiMr.BalbirSinghUppal
viii Mr. Janak Raj Singh
ix Mrs.Vijay Luxmi
Directors Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors Report thereon, your directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
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 as at 30th September, 2010 and of the profit of the
company for the year ended on that date;
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 Annual Accounts on a going concern
basis.
Corporate Social Responsibility (CSR)
In association with Government of Punjab who has provided the land free
of cost, the company is constructing 110 houses in Punjab for people
below poverty line at the cost of Rs.3 crores (apprx). Each house has
two rooms, kitchenette and a bathroom. Nearly 72 houses have been built
with proper landscaping for providing good living conditions.
Stock Exchange Listing
The securities of the company are presently listed on the following
Stock Exchanges:
1. National Stock Exchange of India Limited
2. Bombay Stock Exchange Limited
3. Ludhiana Stock Exchange Limited
4. Delhi Stock Exchange Limited
The company has duly paid the listing fees for the financial year
2010-11 to all the Stock Exchanges wherein the equity shares of the
company are presently listed.
Consolidated Financial Statement
In accordance with Accounting Standard AS-21 on Consolidated Financial
Statements, LEAF Group accounts form part of this Report & Accounts.
These Group accounts also incorporate the Accounting Standard AS-23 on
Accounting for Investments in Associates in Consolidated Financial
Statements issued by the Institute of Chartered Accountants of India.
These Group accounts have been prepared on the basis of audited
financial statements received from the subsidiary company viz. PGRL, as
approved by its Board.
Other information
The Certificate of the Auditors of the company viz. M/s. S. Kumar Gupta
& Associates, Chartered Accountants, Statutory Auditors of the company
confirming compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges in India, is annexed.
Acknowledgement
Your directors wish to convey their sincere appreciation for the
co-operation and excellent assistance the company has received from
Banks, central / state government(s) and various ministries,
departments of the central / state government(s), dealers and valued
business associates without which it would not have been possible to
achieve all round progress and growth of the company. The Board also
places on record its appreciation to shareholders for their continued
trust and support and also for the devoted services of all the
employees of the company for their outstanding contribution to the
operations during the year under review. The Board also places on
record its appreciation for the continuous patronage of the customers
of the company.
For and on Behalf of the Board
Sd/-
Balbir Singh Uppal
Chairman and Managing Director
Place: Chandigarh
Date : 14-02-2011
Sep 30, 2009
The directors have the pleasure in presenting and submitting the 19th
Annual Report of your company together with the Audited Annual Accounts
for the financial year ended September , 2009.
Financial Highlights of the Company
Particulars For the year ended
30th September 2009 30th September 2008
(12 months) (18 months)
Sales 6914.40 15401.93
Other Income 9.77 28.22
Total Income 6924.17 15430.14
Profit before Interest,
Depreciation and Tax 2182.51 3222.56
Financial Expenses 681.67 487.97
Depreciation 347.09 335.02
Profit before tax 1153.75 2399.57
Provision for tax
- Income tax 196.00 271.87
- Fringe benefit tax 0.45 1.93
Deferred Tax Liabilities 41.70 527.99
Profit after tax 915.60 1597.79
Add: Excess Provisions of
tax in earlier years 0.28
Less: Previous year
adjustments 0.14 0
Add: Balance of profit brought
forward 2561.27 1158.53
Profit available for
appropriation 3476.73 2756.59
Appropriations
Dividend Tax Paid 1.42 0.00
Provision for Dividend
(inclusive of tax) 36.97 35.54
Transfer to General Reserve 91.56 159.78
Balance carried to Balance
Sheet 3346.78 2561.27
The Audited statement of accounts for the year ended September 30, 2009
is attached along with the Report.
Business Performance
During the year under review, Sales of the company was Rs. 6914.40
million as against Rs. 15401.93 million in the previous period of 18
months. The company was able to earn a profit before tax of Rs1153 75
million during the current financial year as against a profit before
tax of Rs 2399.57 million in the previous period of 18 months. There
was decline of 32.66% and 27.88% in turnover and profitability
respectively on annualized basis. Profit after tax was Rs.915.60
million as compared to Rs. 1597.79 million in the previous period of 18
months, registering a decline of 14.04% on annualized basis. However,
Net Profit margin increased to 13.24% as compared to 10.37% of last
year. The decline in sales (in absolute terms) is due to less
procurement of rice by FCI due to issues relating to storage and
quality in the State of Punjab. Despite lower sales, the profit margins
improved due to sale of power at good rates and export market for
basmati rice tapped by the company.
Expansion & Diversification
Your company continued to pursue the policy of strengthening its
presence in its strategic markets by judicious expansion of its
business operations.
Paddy/Rice processing
During the year, a state of the art rice processing plant (alongwith
Sortex, Graders and Polishers) with capacity of 20 MT/hour was erected.
The old plant capacity is being phased out by replacing the same with
modern and efficient milling plants being sourced with Sortex and
Polishers from Satake, Japan and Graders from Schmidt Seeger, Germany.
The balancing equipment/facilities in terms of RO Plant, efficient
boilers, steaming & par boiling units and packaging units will also be
added to increase our capacity to manufacture premium rice for domestic
and export market.
Power project
During the year, second phase of 15 MW biomass based power plant came
into production making the total capacity of 30 MW.
The company will expand further in renewable energy by way of setting
up upto five biomass based Power Plants at different locations in
Punjab integrated with smaller paddy processing mills of 2 lac MT each.
Transfer to Reserves
The company has transferred Rs. 91.56 million in the General Reserve
during the financial year under review in pursuance to the provisions
of Companies (Transfer of Profits to Reserves) Rules, 1975.
Dividend
Your directors now recommend a final dividend of Rs. 0.50/- per share
for the year ended September 30th, 2009.
Material Changes and Commitments
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the company have
occurred between the end of the financial year of the company September
30th, 2009 and the date of this Report.
Management Discussions and Analysis Report
Management Discussions and Analysis Report as required under Clause 49
of the Listing Agreement is given as a separate statement in the Annual
Report and forms part of this Report.
Public Deposits
During the year under Report, your company did not accept any deposits
from the public in terms of the provisions of Section 58A of the
Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo.
a. Conservation of Energy & Technology Absorption:
i. Energy Conservation Measures taken:
In pursuit of continual improvement towards energy conservation and
compliance with environmental regulations, many initiatives have been
taken and implemented in the year under review. The company is aware
about energy consumption and environmental issues related with it and
is, therefore, continuously making sincere efforts towards conservation
of energy. The maintenance of the Boiler and Electrical Equipments is
carried out regularly with optimum care with the help of the technical
professionals and modern equipments.
The company is in fact engaged in the continuous process of further
energy conservation through improved operational and maintenance
practices.
ii. Additional Investments / Proposals, if any, being implemented for
reduction of consumption of energy During the year, the company has
made substantial progress in installing the state of the art equipments
which are highly efficient and consume less energy for the same
productivity. It has also commissioned a second phase of husk based
power plant of 15 MW making a total capacity of 30MW.
With the present resources, the company had taken overall measures to
reduce the consumption of energy. This was rendered possible through
proper maintenance, on regular intervals, of Plant & Machinery and
other electrical installed in the manufacturing / processing unit of
the company as well as replacing low energy consuming electrical items
in place of old ones.
iii. Impact of i & ii above for reduction of energy consumption
The above energy conservation measures would result in reduction in
energy consumption and effectively saving in withdrawal of power from
the State Grid. With the commissioning of husk based power plant, the
company has captive power and has become a net exporter of energy.
iv. Total Energy consumption and Energy consumption per unit of
production as per Form A
The additional information as required under the provisions of Section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules 1988 are given as Annexure-I to this report and forms part of it.
b. Technology Absorption: The Company is taking care of latest
developments and advancements in technology and all steps are being
taken to adopt the same. The company is using latest technology which
is well established the world over. The company has installed / is
installing new equipments with latest technology for the purpose of
rice processing. However, the company has not carried any R&D and has
not incurred any expenditure during the year on this account as the
same was not needed and not possible in-house for improvement of the
process.
c. Foreign Exchange Earnings and Outgo:
Export Activities / Initiatives to Increase Exports / Development of
New Export Markets / Export Plans
EXPORT INITIATIVES 2008-09
During the year under review, your company focused on the export of
basmati rice and exported amounting to Rs. 1512.81 million of rice
into gulf countries. Your company is also considering the proposal for
development of new markets. The earning on account of foreign exchange
was Rs.949.75 million (Previous year Rs. 226.66 million) and the outgo
in foreign exchange on account of spare parts, capital goods and
travelling was Rs. 111.88 million (Previous year Rs.215.14 million).
EXPORT PLAN FOR 2009-10
- Concentrate on existing international market for business growth.
- Explore the possibility of export to other international markets
also.
Particulars of Employees
Details and information of employees of the company who were in receipt
of remuneration as prescribed under section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 is given in the Annexure-II to this Report.
Directors
During the year under report, Mr. Varinder Kumar resigned from the
directorship of the company.The Directors place on record their
appreciation of the valuable services rendered and guidance received
from Mr.Varinder Kumar during his tenure as member of board.
At the ensuing annual general meeting, Mr. A.L.Suri, Mr.Nirdosh Bali
and Mr.Rajendra Sharma will retire by rotation and being eligible,
offer themselves for re-appointment.
Mr. Janak Raj Singh who is presently acting as Executive Director of
the company is being appointed as joint Managing Director. Mr. I.S.
Gumber is being re-appointed as Executive Director of the company w.e.f
01 03.2010. Mr. Harwant Singh is being appointed as Executive Director
of the company and Mr. Anil Sarin is being appointed as Independent
Director at the ensuing annual general meeting.
Human Resource Development
During the year under review, your companys commitment to building
harmonious employee relations was evident from the successful and
smoothful running of its operations at its works. The collaborative
spirit of partnership across all sections of employees and their sense
of ownership and commitment has sustained the culture of excellence,
learning and readiness to change. The collective dedication of the
employees of the company is helping your company in delivering superior
customer and shareholder value. Your company salutes the unflinching
commitment of its dedicated team of employees. The company has retained
M/s Deloitte Touche Tohmatsu India Pvt. Ltd. for inter alia drafting
and recommending HR policies based on the best market practices that
the company gets quality staff from the market and is able to retain
the same for future growth.
Sustainability
Your company believes in long term sustainability initiatives in the
interest of its various stakeholders. Your companys strategies to
become carbon positive have yielded rewards and in future will result
in significant saving in the energy costs.
Corporate Governance
The company has complied with the Corporate Governance requirements, as
stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges. A separate section on Corporate Governance alongwith a
certificate from the Auditors of the company confirming the compliance
is annexed and forms part of this Report.
Subsidiary Companies Accounts
Punjab Greenfield Resources Limited (PGRL) a wholly owned subsidiary
undertook only limited work during the year under review.
A statement under Section 212 of the Companies Act, 1956, relating to
PGRL is enclosed with this Report.
Further pursuant to Accounting Standard -21 (AS- 21) issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the company includes financial information of
PGRL, a subsidiary of the company.
Auditors
M/s. S. Kumar Gupta & Associates, Chartered Accountants, Statutory
Auditors of the company hold office until the conclusion of the ensuing
annual general meeting and are recommended for re-appointment to audit
the accounts of the company for the financial year 2009-10. As required
under the provisions of Section 224(1B) of the Companies Act, 1956, the
company has obtained a certificate from M/s. S. Kumar Gupta &
Associates, Chartered Accountants to the effect that their proposed re-
appointment, if made, would be in accordance and conformity with the
limits as specified in that section.
Auditors Report
The observations made by the Statutory Auditors in the Auditors Report
are self-explanatory and do not require any further clarification.
Internal Control Systems and their Adequacy
Your company believes that internal control is a necessary concomitant
of the principle of governance that freedom of management should be
exercised within a framework of appropriate checks and balances. Your
company remains committed to ensuring an effective internal control
environment that provides assurances on the efficiency of the
operations and security of the assets.
Group for inter-se transfer of shares
As required under Clause 3 (1) (e) of Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations,
1997, persons constituting Group (within the meaning as defined in the
Monopolies and Restrictive Trade Practices Act, 1969) for the purpose
of availing exemption from applicability of the provisions of
Regulation 10 to 12 of aforesaid SEBI Regulations, are given in the
table along side.
S. NO. NAME
i. M/s. Punjab Greenfield Resources Limited
ii. M/s. LOIL Health Foods Limited
iii. M/s. LOIL Continental Foods Limited
iv. M/s. LOIL Overseas Foods Limited
v. M/s. Ganeshay Overseas Industries Limited
vi. M/s. Victor Foods India Limited
vii. Mr. Balbir Singh Uppal
viii. Mr. Janak Raj Singh
ix. Mrs. Vijay Luxmi
Directors Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors Report thereon, your directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
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 as at 30th September, 2009 and of the profit of the
company for the year ended on that date;
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 Annual Accounts on a going concern
basis.
Stock Exchange Listing
The securities of the company are presently listed on the following
Stock Exchanges:
1. National Stock Exchange of India Limited;
2. Bombay Stock Exchange Limited;
3. Ludhiana Stock Exchange Association Limited; and,
4. Delhi Stock Exchange Association Limited
The company has duly paid the listing fees for the financial year
2009-10 to all the Stock Exchanges wherein the equity shares of the
company are presently listed.
Consolidated Financial Statement
In accordance with Accounting Standard AS-21 on Consolidated Financial
Statements, LEAF Group accounts form part of this Report & Accounts.
These Group accounts also incorporate the Accounting Standard AS-23 on
Accounting for Investments in Associates in Consolidated Financial
Statements issued by the Institute of Chartered Accountants of India.
These Group accounts have been prepared on the basis of audited
financial statements received from the subsidiary company viz. PGRL, as
approved by its Board.
Other information
The Certificate of the Auditors of the company viz. M/s. S. Kumar Gupta
& Associates, Chartered Accountants, Statutory Auditors of the company
confirming compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges in India, is annexed.
Acknowledgment
Your companys board and employees are inspired by their vision of
sustaining LEAFs position as one of Indias most valuable company in
the food segment through world class performance creating enduring
value for all shareholders, including the shareholders and the Indian
society.
The vision of enlarging your companys contribution to the Indian
economy is manifest in the creation of unique business models that
foster competitiveness of not only its business but also the entire
value chain of which it is a part. Inspired by this Vision, driven by
Values and powered by internal Vitality, your directors look forward to
the future with confidence.
Your directors wish to convey their sincere appreciation for the
co-operation and excellent assistance the company has received from
Banks, central / state government(s) and various ministries,
departments of the central / state government(s), dealers and valued
business associates without which it would not have been possible to
achieve all round progress and growth of the company. The Board also
places on record its appreciation to shareholders for their continued
trust and support and also for the devoted services of all the
employees of the company for their outstanding contribution to the
operations during the year under review. The Board also places on
record its appreciation for the continuous patronage of the customers
of the company.
For and on Behalf of the Board
Sd/-
Place: Chandigarh Balbir Singh Uppal
Date : 16.02.2010 Chairman and Managing Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article