Mar 31, 2015
Dear Members,
The Directors have pleasure in submitting the Annual Report together
with the Statement of Accounts of your Company for the year ended 31st
March, 2015.
Performance
The summary of your Company's financial performance is given below:
Year ended Year ended
March 31, 2015 March 31, 2014
(Rs. in lacs) (Rs. in lacs)
Profit before Depreciation and Taxes 40.01 70.99
Deducting therefrom Depreciation 22.39 12.89
Profit before tax and Exceptional item 17.62 58.10
Deducting therefrom taxes of:
- Current Tax  Â
- Deferred Tax  Â
Profit after tax 17.62 58.10
Add: Balance brought forward from
previous year (-)691.97 (-) 750.08
Amount available for Appropriations (-)674.35 (-) 691.97
The proposed appropriations are :
1. Proposed Dividend  Â
2. Tax on proposed Dividend  Â
3. Debenture Redemption Reserve  Â
4. Balance Carried forward (-) 674.35 (-) 691.97
Total (-) 674.35 (-) 691.97
Review of Company's Performance
The company continued with the horticulture operations during the year.
Production of green capsicum continued and the total production during
the year was 17.37 MT. We have also produced vegetables and Madhukamini
in the open space available at the factory premises. As the life of
green houses is over, it is not viable to continue the horticulture
operations. Therefore, it is decided to discontinue the production of
horticulture products. The rental income of godowns was Rs.86.17 lac
during the year. The rental income will continue to be a recurring
source of revenue in the coming years.
Corporate Governance
Pursuant to clause 49 of the Listing Agreement with the BSE Limited and
the Companies Act, 2013, Report on Corporate Governance along with the
Auditors' certificate on its compliance have been included in this
Annual Report as a separate annexure.
Directors' Responsibility Statement
In compliance of Section 134 (5) of the Companies Act, 2013, the
Directors of your Company confirm:
* that in the preparation of annual accounts, the applicable accounting
standards have been followed and there are no material departures;
* that such accounting policies have been selected and applied
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 on March 31,2015 and of the Profit of the Company for
the year ended on that date.
* that proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
* that the annual accounts have been prepared on a going concern basis.
* that internal financial controls have been laid down to be followed
by the company and that such internal financial controls are adequate
and were operating effectively.
* that proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Dividend
Your Directors have not recommended any dividend, as consolidation and
restructuring process is underway.
Share Capital
The paid up Equity Share Capital as on 31st March, 2014 and as on 31st
March, 2015 was Rs. 268.75 lacs. During the year under review, the
Company has not issued any shares.
No shares with differential voting rights, stock options or sweat
equity shares were issued by the Company during the year under review.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
The information required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is
annexed herewith as a separate Annexure.
Exchequer
The Company has contributed Rs.11.01 lac to the exchequer by way of
Income tax, VAT and other fiscal levies.
Fixed Deposits
The Company has not accepted fixed deposit falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.
Managerial Remuneration and Employees
Details required pursuant to Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 are enclosed as a
separate Annexure.
The Company has no employee as specified under Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, hence, there is no information required to be provided in this
regard.
Directors
Members at the Annual General Meeting held on 26.09.2014 have appointed
Shri Rajesh B. Shah, Shri Prem Chand Surana and Smt. Rutva Acharya as
Independent Directors of the Company to hold office for five
consecutive years for a term up to 31st March, 2019 (they will not
retire by rotation).
Shri P. K. Shashidharan is due to retire at the end of the ensuing
Annual General Meeting and being eligible, offers himself for the
re-appointment. Brief resume of Shri P. K. Shashidharan as required as
per clause 49 of the Listing Agreement executed with the BSE Limited is
provided in the notice convening the Annual General Meeting of the
Company.
All independent directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of The
Companies Act, 2013. The company keeps informed independent directors
about changes in the Companies Act, 2013 from time to time and their
role, duties and responsibilities.
Auditors
H.V. Vasa & Co., Statutory Auditors of the Company retire at the end of
forthcoming Annual General Meeting and being eligible, offer themselves
for reappointment. The Board recommends their re-appointment at the
ensuing Annual General Meeting.
Secretarial Audit
Secretarial Audit Report given by Umesh Parikh and Associates, Company
Secretaries in practice is annexed with this report.
Extract of Annual Return
The details forming part of the extract of the annual return in Form
No.MGT-9 is annexed herewith as a separate Annexure.
Particulars of Loans, guarantees or investments under section 186
The loans if any, made by the Company are within the limits prescribed
u/s 186 of the Companies Act, 2013 and no guarantee or security is
provided by the Company.
Details of Investments covered u/s 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.
Particulars of contracts or arrangements with related parties:
The particulars of contracts or arrangement with related parties as per
Section 188(1) of Companies Act 2013, including arm's length
transactions are enclosed as separate Annexure in Form No.AOC-2
There are no materially significant related party transactions made by
the Company with Directors, Key Managerial Personnel or other
designated Persons which may have a Potential Conflict with the
interest of the Company at large. All related party transactions were
placed before the Audit Committee and the Board for approval. The
Policy on related party transactions as approved by the Board is
uploaded on the Company's website.
Insurance
Your Company has adequately insured all its assets.
Industrial Relations
Your Company's relations with its employees remained cordial throughout
the year. The Directors wish to place on record their deep appreciation
for the services rendered by workers, staff members and executives of
the Company.
Your Company has taken adequate steps for the health and safety of its
employees, as required under the Gujarat Factories Rules, 1963.The
Company has not received any complaint under The Sexual Harassment of
women at Workplace (prevention, prohibition and redressal) Act, 2013.
Appreciation
Your Directors would like to place on record their gratitude for the
co-operation and assistance given by various departments of both State
and Central Governments.
For and on behalf of the Board of Directors,
Ahmedabad Rajesh B. Shah
27th May, 2015 Sanwarmal D. Agarwal
P. C. Surana
Rutva Acharya
Directors
Mar 31, 2014
Dear Members,
The Directors have pleasure in submitting the Annual Report together
with the Statement of Accounts of your Company for the year ended 31st
March, 2014.
Performance
The summary of your Company''s financial performance is given below:
Year ended Year ended
March 31, 2014 March 31, 2013
(Rs. in lacs) (Rs. in lacs)
Profit before Depreciation and Taxes
& Exceptional item 86.99 86.92
Deducting therefrom Depreciation 12.89 15.33
Profit/Loss before tax and Exceptional item 74.10 71.59
Less : Exceptional Item 16.00 -
Profit before tax 58.10 71.59
Deducting therefrom taxes of:
* Current Tax - -
* Deferred Tax - -
Profit after tax 58.10 71.59
Add: Balance brought forward from
previous year (-) 750.08 (-) 821.67
Amount available for Appropriations (-) 691.97 (-) 750.08
The proposed appropriations are:
1. Proposed Dividend - -
2. Tax on proposed Dividend - -
3. Debenture Redemption Reserve - -
4. Balance Carried forward (-) 691.97 (-) 750.08
Total (-) 691.97 (-) 750.08
Review of Company''s Performance
The company continued with the horticulture operations during the year.
Production of colour capsicum continued till May, 2013. Thereafter we
started to produce only green capsicum. The life of the green houses
are over and it got damaged due to storm and rain. The total production
of colour capsicum and green capsicum during the year was 7.47 MT and
17.64 MT respectively. We have also cultivated vegetables and Golden
Rod in the open space available at the factory premises. The rental
income of godowns was Rs. 79.41 lacs during the year. The rental income
will continue to be a recurring source of revenue in the coming years.
Management Discussion and Analysis
a) Industry structure and developments
The Company has existing infrastructure readily available for
undertaking suitable manufacturing activity in future.
b) Opportunities & threats
The future of horticulture industries remains bright, but the extreme
weather conditions and poor quality of water available in our factory
premises continue to be a threat.
c) Segment-wise/Product-wise performance
During the year, the income from horticulture was Rs. 6.71 lacs. The
total production of Capsicum was 25.11 MT. While turnover from
horticulture division decreased from Rs.6.89 lacs to Rs.6.71 lacs, the
overall profit also decreased from Rs. 71.59 lacs to Rs. 58.10 lacs.
This was mainly due to the loss of Rs. 15,99,600/- on sale of entire
share holding of wholly owned subsidiary - Madhusudan Fiscal Limited
during the year. This loss is shown as exceptional item. Madhusudan
Fiscal Limited has now ceased to be a subsidiary or a group company and
hence no consolidated accounts are prepared as on 31st March, 2014.
d) Outlook
The Company has decided to continue growing Green Capsicum and
vegetables in open areas.
e) Risks and concerns
It is a challenging task to market the horticulture products as the
commodity is a perishable item and the market is volatile. We supply
our produce directly to the main Vendor.
f) Internal control system and their adequacy
The Company has computerized its accounting system since many years.
The system of internal control of the Company is commensurate with the
size and complexity of the Company''s business. The operations are
subject to periodic internal audit by independent Auditors.
g) Financial performance with respect to Operational Performance is
discussed in the main part of the report.
h) Material development in Human Resources/Industrial Relations
The Company values and nurtures its human resources and Company would
continue to adopt and implement the best HRD practices in future.
Corporate Governance
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
Report on Corporate Governance has been included in this Annual Report
as a separate annexure.
Directors'' Responsibility Statement
In compliance of Section 217 (2AA) of the Companies Act, 1956,
Directors of your Company confirm:
* that the applicable accounting standards have been followed in the
preparation of annual accounts and that there are no material
departures;
* that such accounting policies have been selected and applied
consistently and such judgements and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2014 and of the profit of the Company for
the year ended on that date;
* 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;
* that the annual accounts have been prepared on a going concern basis.
Dividend
Your Directors have not recommended any dividend, as consolidation and
restructuring process is underway.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
The details required under the Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988 are annexed to this
report.
Exchequer
The Company has contributed Rs. 10.14 lac to the exchequer by way of
Income tax, VAT and other fiscal levies.
Fixed Deposits
During the year, the company has repaid Fixed Deposits of Rs. 1.80
lacs. There is no Fixed Deposit outstanding as on 31.03.2014.
Subsidiary Company
During the year, the company has sold its entire shareholding
(12,90,000 shares - 100%) in the wholly owned subsidiary company viz.
Madhusudan Fiscal Limited on 22.08.2013. Madhusudan Fiscal Limited has
now ceased to be a subsidiary company or a group company.
Finance
The Company has obtained credit facilities from Bank of Baroda.
Employees
The Company has no employee as specified under Section 217(2A) of the
Companies Act, 1956, hence, there is no information required to be
provided in this regard.
Directors
Shri S. N. Mohata has resigned as director w.e.f. 30-07-2013. Board of
Directors places on record their appreciation for the contribution made
by him to the Company. Shri Prem Chand Surana has been appointed as an
Additional Director w.e.f. 30-07-2013.
Shri Sanwarmal Agarwal and Shri Rajesh B. Shah, directors are due to
retire at the end of ensuing Annual General Meeting and being eligible
offer themselves for re-appointment. Brief resumes of directors as
required under clause 49 of the Listing Agreement executed with the
Stock Exchange are provided in the notice convening the Annual General
Meeting.
Auditors
M/s. H.V. Vasa & Co., Statutory Auditors of the Company retire at the
end of forthcoming Annual General Meeting and being eligible offer
themselves for reappointment. The Board recommends their re-appointment
at the ensuing Annual General Meeting.
Insurance
The Company has adequately insured all its assets.
Industrial Relations
The Company''s relations with its employees remained cordial during the
year.
The Company has taken adequate steps for the health and safety of its
employees.
Appreciation
Your Directors would like to place on record their gratitude for the
co-operation and assistance given by Bank of Baroda and various
departments of both State and Central Governments.
For and on behalf of the Board of Directors,
Ahmedabad Rajesh B. Shah
29th May, 2014 Sanwarmal D. Agarwal
P. C. Surana
Directors
Mar 31, 2013
To The Members,
The Directors have pleasure in submitting the Annual Report together
with the Statement of Accounts of your Company for the year ended 31st
March, 2013.
Performance
The summary of your Company''s financial performance is given below:
Year ended Year ended
March 31, 2013 March 31, 2012
(Rs. in lacs) (Rs. in lacs)
Profit before Depreciation
and Taxes 86.92 86.35
Deducting therefrom Depreciation 15.33 18.59
Profit / Loss before tax 71.59 67.76
Deducting therefrom taxes of:
- Current Tax
- Deferred Tax
Profit after tax 71.59 67.76
Add: Balance brought forward
from previous year (-) 821.67 (-) 889.43
Amount available for Appropriations (-) 750.08 (-) 821.67
The proposed appropriations are :
1. Proposed Dividend
2. Tax on proposed Dividend
3. Debenture Redemption Reserve
4. Balance Carried forward (-) 750.08 (-)821.67
Total (-)750.08 (-)821.67
Review of Company''s Performance
During the year, Company continued with the horticulture operations.
All the three green houses were utilized for production of colour
capsicum and quantity produced was 31.97 MT Other varieties of seasonal
vegetables have been produced in open area. We have also utilized the
open space available in the factory premises, to increase cultivation
of vegetables and golden rods. The rental income of godowns was
Rs.77.34 lac during the year. The rental income will continue to be a
recurring source of revenue in the coming years.
Corporate Governance
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
Report on Corporate Governance has been included in this Annual Report
as a separate annexure.
Directors'' Responsibility Statement
In compliance of Section 217 (2AA) of the Companies Act, 1956,
Directors of your Company confirm: that the applicable accounting
standards have been followed in the preparation of final accounts and
that there are no material departures;
that such accounting policies have been selected and applied
consistently and such judgements and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2013 and of the profit of the Company for
the year ended on that date; 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; that the annual accounts have been prepared on a going
concern basis.
Dividend
Your Directors have not recommended any dividend, as consolidation and
restructuring process is underway.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
The details required under the Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988 are annexed to this
report.
Exchequer
The Company has contributed Rs.9.87 lacs to the exchequer by way of
Income tax, VAT and other fiscal levies.
Fixed Deposits
Fixed Deposits from the Public, outstanding as on 31st March 2013 was
Rs.1.80 lacs. There are eleven Fixed Deposit holders with Rs.1.80 lacs
of unclaimed / unrenewed deposits as on 31st March, 2013. The Company
on the basis of the working results during the year under review, can
accept deposits from the Public as well as from the shareholders to the
extent of Rs.4.56 crores.
Subsidiary Company
The particulars required Under Section 212 of the Companies Act, 1956
in respect of the Subsidiary Company viz. Madhusudan Fiscal Limited is
appended.
The Ministry of Corporate affairs has, vide General Circular No.2/2011
dated 8th February, 2011, granted general exemption for not attaching
the annual accounts of the subsidiary company with the annual accounts
of holding company.
Pursuant to the said Circular, the Board of Directors of your Company
in their meeting held on 27th May, 2013 has given their consent, for
not attaching the Annual Accounts of the Subsidiary Company with that
of the Holding Company. Accordingly, Balance Sheet, Profit & Loss
Account, Directors'' Report and Auditors'' Report of the Subsidiary
Company and other documents required to be attached under section
212(1) of the Act to the Balance Sheet of the Company, shall not be
attached. However, these documents shall be made available upon request
by any member of the Company interested in obtaining the same and shall
also be kept for inspection at the Registered Office of your Company
and that of Subsidiary Company concerned. Further, the financial data
of the Subsidiary Company has been furnished along with the statement
pursuant to Section 212 of the Companies Act, 1956 forming part of this
Annual Report.
Interest in subsidiary Company:
Your directors propose to disinvest holding in the wholly owned
subsidiary company viz. Madhusudan Fiscal Limited, which will be
decided after necessary approvals.
Finance
The Company has obtained credit facilities from Bank of Baroda.
Employees
The Company has no employee as specified under Section 217(2A) of the
Companies Act, 1956, hence, there is no information required to be
provided in this regard.
Directors
Shri B. D. Sharma has resigned as director of the company w.e.f.
09.08.2012. Shri Nilesh Gandhi was appointed as Director w.e.f.
9-08-2012 and resigned w.e.f. 26-02-2013. Board of directors places on
records their appreciation for the contributions made by them to the
company. Shri P. K. Shashidharan has been appointed as an additional
director of the company w.e.f. 26.02.2013.
Shri Shree Narayan Mohata and Shri Sanwarmal Agarwal, directors are due
to retire at the end of ensuing Annual General Meeting and being
eligible offer themselves for re-appointment. Brief resumes of Shri
Shree Narayan Mohata, Shri Sanwarmal Agarwal and Shri P.K.
Shashidharan, directors as required under clause 49 of the Listing
Agreement executed with the Stock Exchange are provided in the notice
convening the Annual General Meeting.
Auditors
M/s. H.V. Vasa & Co., Statutory Auditors of the Company retire at the
end of forthcoming Annual General Meeting and being eligible offer
themselves for reappointment. The Board recommends their re-appointment
at the ensuing Annual General Meeting.
Insurance
The Company has adequately insured all its assets.
Industrial Relations
The Company''s relations with its employees remained cordial during the
year.
The Company has taken adequate steps for the health and safety of its
employees.
Appreciation
Your Directors would like to place on record their gratitude for the
co-operation and assistance given by Bank of Baroda and various
departments of both State and Central Governments.
For and on behalf of the Board of Directors,
Ahmedabad Rajesh B. Shah
27th May, 2013 Sanwarmal D. Agarwal
Directors
Mar 31, 2012
The Directors have pleasure in submitting the Annual Report together
with the Statement of Accounts of your Company for the year ended 31st
March, 2012.
Performance
The summary of your Company's financial performance is given below:
Year ended Year ended
March 31, 2012 March 31, 2011
(Rs. in lacs) (Rs. in lacs)
Profit before Depreciation
and Taxes 86.35 66.85
Deducting therefrom Depreciation 18.59 23.05
Profit/Loss before tax 67.76 43.80
Deducting therefrom taxes of:
- Current Tax - -
- Deferred Tax - -
Profit after tax 67.76 43.80
Add: Balance brought forward
from previous year (-) 889.43 (-) 933.23
Amount available for
Appropriations (-) 821.67 (-) 889.43
The proposed appropriations are :
1. Proposed Dividend - -
2. Tax on proposed Dividend - -
3. Debenture Redemption Reserve - -
4. Balance Carried forward (-)821.67 (-)889.43
Total (-)821.67 (-)889.43
Review of Company's Performance
During the year, Company continued with the horticulture operations.
All the three green houses were utilized for production of colour
capsicum and quantity produced was 29.51 MT We have also moved towards
producing other varieties of seasonal vegetables in open area. The
Company is now looking forward to utilize the open space available in
the factory premises, to increase cultivation of vegetables and golden
rods. All the godowns have been given on rent and rental income
increased from Rs. 73.49 lac to Rs. 79.77 lac during the year. The
rental income will continue to be a recurring source of revenue in the
coming years.
Corporate Governance
Pursuant to clause 49 of the Listing Agreement with the Stock
Exchanges, Report on Corporate Governance has been included in this
Annual Report as a separate section.
Directors' Responsibility Statement
In compliance of Section 217 (2AA) of the Companies Act, 1956,
Directors of your Company confirm:
- that the applicable accounting standards have been followed in the
preparation of final accounts and that there are no material
departures;
- that such accounting policies have been selected and applied
consistently and such judgements and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2012 and of the profit of the Company for
the year ended on that date;
- 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;
- that the annual accounts have been prepared on a going concern basis.
Dividend
Your Directors have not recommended any dividend, as consolidation and
restructuring process is underway.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
The details required under the Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988 are annexed to this
report.
Exchequer
The Company has contributed Rs. 8.01 lacs to the exchequer by way of
Income tax, VAT and other fiscal levies.
Fixed Deposits
Fixed Deposits from the Public, outstanding as on 31st March 2012 was
Rs. 49.34 lacs. There are Thirty Three Fixed Deposit holders with Rs.
10.54 lacs of unclaimed/unrenewed deposits as on 31st March 2012. The
Company on the basis of the working results during the year under
review, can accept deposits from the Public as well as from the
shareholders to the extent of Rs. 426.31 lacs.
Subsidiary Company
The particulars required Under Section 212 of the Companies Act, 1956
in respect of the Subsidiary Company viz. Madhusudan Fiscal Limited is
appended.
The Ministry of Corporate affairs has, vide General Circular No.2/2011
dated 8th February, 2011, granted general exemption for not attaching
the annual accounts of the subsidiary company with the annual accounts
of holding company.
Pursuant to the said Circular, the Board of Directors of your Company
in their meeting held on 30th May, 2012 has given their consent, for
not attaching the Annual Accounts of the Subsidiary Company with that
of the Holding Company. Accordingly, Balance Sheet, Profit & Loss
Account, Directors' Report and Auditors' Report of the Subsidiary
Company and other documents required to be attached under section
212(1) of the Act to the Balance Sheet of the Company, shall not be
attached. However, these documents shall be made available upon request
by any member of the Company interested in obtaining the same and shall
also be kept for inspection at the Registered Office of your Company
and that of Subsidiary Company concerned. Further, the financial data
of the Subsidiary Company has been furnished along with the statement
pursuant to Section 212 of the Companies Act, 1956 forming part of this
Annual Report.
Finance
The Company has obtained credit facilities from Bank of Baroda.
Employees
The Company has no employee as specified under Section 217(2A) of the
Companies Act, 1956, hence, there is no information required to be
provided in this regard.
Directors
Shri Sanwarmal Agarwal and Shri Rajesh B. Shah directors are due to
retire at the end of ensuing Annual General Meeting and being eligible
offer themselves for re-appointment. The brief resumes of Shri
Sanwarmal Agarwal and Shri Rajesh B. Shah directors as required by
clause 49 of the Listing Agreement with Stock Exchange, are provided in
the notice convening the Annual General Meeting of the Company.
Auditors
M/s. H.V. Vasa & Co., Statutory Auditors of the Company retire at the
end of forthcoming Annual General Meeting and being eligible offer
themselves for reappointment. The Board recommends their re-appointment
at the ensuing Annual General Meeting.
Insurance
The Company has adequately insured all its assets.
Industrial Relations
The Company's relations with its employees remained cordial during the
year.
The Company has taken adequate steps for the health and safety of its
employees.
Appreciation
Your Directors would like to place on record their gratitude for the
co-operation and assistance given by Bank of Baroda and various
departments of both State and Central Governments.
For and on behalf of the Board of Directors,
Rajesh B. Shah
Sanwarmal D. Agarwal
Directors
Ahmedabad
30th May, 2012
Mar 31, 2010
The Directors have pleasure in submitting the Annual Report together
with the Statement of Accounts of your Company for the year ended 31st
March, 2010.
Performance
The summary of your Companys financial performance is given below:
Year ended Year ended
March 31,2010 March 31, 2009
(Rs. in lacs) (Rs. in lacs)
Profit before Depreciation and Taxes 33.95 (-) 122.58
Deducting therefrom Depreciation 24.36 14.36
Profit / Loss before Sax 9.59 (-) 136.94
Deducting therefrom taxes of:
- Current Tax - -
- Deferred Tax - -
- Fringe Benefit Tax - 1.20
Profit after tax 9.59 (-) 138.14
Add: Balance brought forward from
previous year (-) 942.82 (.) 804.68
Amount available for Appropriations (-) 933.23 (-) 942.82
The proposed appropriations are :
1. Proposed Dividend - -
2. Tax on proposed Dividend - -
3. Debenture Redemption Reserve - -
4. Balance carried to Balance Sheet (-) 933.23 (-) 942.82
(-) 933.23 (-) 942.82
Review of Companys Performance
The Company continued consolidation in the field of Horticulture by
bringing additional 7200 sq. mtrs. of land under Net house cultivation,
wherein soilless cultivation of colour Capsicum in growbags was
undertaken. The Company brought additional area of nearly 3000 sq.
mtrs. under open cultivation of Tube Rose. Further, Golden Rod
plantation was carried out in 5600 sq. mtrs. on erstwhile waste land.
With all these efforts the à Companys income from Horticulture
increased compared to the first year of operation. The Company has
rented part of the premises and godowns which are not put to
horticulture operations.
Management Discussion and Analysis Report
a) industry structure and development
The Company has reasons to be satisfied with its performance in the
field of Horticulture, especially as the venture has been undertaken in
erstwhile industrial land, overcoming the inherent drawback of poor
quality soil. The Company is focusing more and more on soilless
cultivation and hydroponics. Hydroponics and soilless cultivation are
especially suitable for growing medicinal plants as well as other crops
free from any heavy metallic impurities. The Company is going to focus
on growing vegetables in the days to come to generate more revenues.
b) Opportunities and threat
The future of agro industrial and investments Temains bright. The
Company would gradually move towards growing vegetables and medicinat
plams to eam nigher revenues. The ready availability of infrastructure
would permit the Company to get into processing and packing of
agricultural products. However, the extreme weather conditions and poor
quality of water continue to pose a threat, which has to be countered
by use of R.O. Plant with resultant significant cost additions.
c) Segment - wise / Product wise performance
The Company has befformed satisfactorily in the Horticulture in its
second year of operations. The turnover is Rs.41.21 lacs as against
Rs.8.85 lacs last year.
d) Outlook
The future of tne Company is bright. The Company is considering plans
to diversify into medicinal plants and vegetables to earn higher
revenues. The Company is on the look out to diversify into newer areas
to capitalise on its past track record and performance. e) Risks and
concerns
The marketing of horticulture products is a challenging task, as apart
from being a perishable commodity, the market is very volatile. The
Company is leveraging on its past marketing experience to overcome
these problems by exploring possibility of tying up with dedicated
vendors and long term contracts.
f) internal control system and their adequacy
The Company has computerised its accounting system since many years
which has proved versatile. The system of internal control of the
Company is commensurate with the size and complexity of the Companys
business, in addition, the operations are subject to periodic internal
audit by independent Auditors.
g) Financial performance with respect to Operational Performance is
discussed in the main part of the report
h) Material development in Human Resources / Industrial Relations
The company values and nurtures its human resources and Company would
continue to adopt and implement the best HRD practices in future.
Corporate Governance
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
Report on Corporate Governance has been included in this Annual Report
as a separate section.
Directors Responsibility Statement
In compliance of Section 217 (2AA) of the Companies Act, 1956,
Directors of your Company confirm:
that the applicable accounting standards have been followed in the
preparation of final accounts and that there are no material
departures; that such accounting policies have been selected and
applied consistently and such judgements and estimates made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2010 and of the profit of the
Company for the year ended on that date; 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; that the annual accounts have been
prepared on a going concern basis.
Dividend
Your Directors have not recommended any dividend as consolidation and
restructuring process is underway.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
The details required under the Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988 are annexed to this
report.
Exchequer
The Company has contributed Rs.5.84 lacs to the exchequer by way of
Excise Duty, Customs duty, Income tax, VAT and other fiscal levies.
Fixed Deposits
Fixed Deposits from the Public, outstanding as on 31st arch 2010 was
Rs.232.84 lacs. There are Forty Four Fixed Deposit holders with
Rs.19.43 lacs of unclaimed/ unrenewed deposits as on 31st March 2010.
The Company on the basis of the working results during the year under
review, can accept deposits from the Public as well as from the
shareholders to the extent of Rs.387.32 lacs. Subsidiary Company
The particulars required Under Section 212 of the Companies Act, 1956
in respect of the Subsidiary Company viz. Madhusudan Fiscal Limited is
appended.
Finance
The Company has obtained credit facilities from Bank of Baroda.
Employees -
The Company has no employee as specified under Section 217(2A) of the
Companies Act, 1956, hence, there is no information required to tie
provided in this regard.
Directors
Shri Sanwarmal Agarwai and Shri Rajesh B Shah, directors are due to
retire at the end of ensuing Annual General Meeting and being eligible
offer themselves for re-appointment. The brief resumes of sanwarmal
Agarwal and Shri Rajesh B. Shah, directors as required by clause 49 of
the Listing Agreement with Stock Exchange, are provided in the notice
convening the Annual General Meeting of the Company
Auditors
M/s H V Vasa & Co. Statutory Auditors of the Company retire at the end
of forthcoming Annual janaral , Meeting and he bte offer themselves for
reappointment. The Board recommends their re-appointmept at the ensuing
Annual General Meeting.
Insurance
The Company has adequately insured all its assets.
Industrial Relations
The companys relations with ,its employees remained cordial during the
year.
The Company has taken adequate steps for the health and safety of its
employees.
Appreciation
Your Directors would like to place on record their gratitude for the
co-operation and assistance given by Bank of Baroda and various
departs, of both State and Central Governments.
For and on behalf of the Board of Directors,
Rajesh B. Shah
Sanwarmal D. Agarwal
27th May, 2010 Directors