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Directors Report of Natraj Proteins Ltd.

Mar 31, 2014

The Members,

Natraj Proteins Limited

The Directors submits their 23rd Annual Report of the Company along with the Audited financial statements for the financial year ended March 31,2014.

FINANCIAL RESULTS: (Amount in Lakhs)

Particulars Year ended

31st March 31st March 2014 2013

Revenue from operation 36340.52 31670.26

Less: Excise Duty 18.23 10.78

Other Income 87.34 89.07

Total Income 36409.63 31748.55

Total Expenses 34839.70 29694.60

Profit before Interest, Depreciation & Tax (EBIDTA) 1569.93 2053.95

Less: Interest 271.08 324.88

Less: Depreciation 79.99 80.55

Profit before Tax 1218.85 1648.52

Less: (a) Current Tax 400.00 555.00

(b) Deferred Tax (9.78) (10.32)

(c ) Earlier Years 17.66 18.03

Net Profit for the year 810.98 1085.81

Add: Surplus brought forward from previous year 2538.01 1452.20

Surplus Carried to Balance Sheet 3348.99 2538.01

Paid up Equity Share Capital 374.70 374.70

Earning per share (Rs.10/- each)

Basic & Diluted (in Rs.) 21.64 28.98

DIVIDEND :

Since the Company needs huge funds for its working capital, therefore in order to strengthen the capital base and looking to the future prospects of the company, your directors do not recommend any dividend during the year and the funds are proposed to be utilized for the business activities of the company.

COMPANY''S PERFORMANCE & FUTURE OUTLOOK:

REVIEW OF OPERATIONS :

During the year under review the company achieved turnover of Rs.36,409.63 Lacs as compared to Rs.31,748.55 Lacs in the previous year. The new profit after tax of the Company was also recorded at Rs. 810.98 Lacs as compared to Rs. 1,085.81 Lacs in the previous year.

SOYA DIVISION:

During the year under review monsoon was unfavorable for soybean and the quality of seed available impacted the profit margins on finished product. The Company, however, was able to procure adequate seed for its crushing and manufacturing requirements.

Your directors are persevering to provide better results in the years to come and expect good parity on export of DOC in the coming years. It must be noted that the availability and quality of raw materials is completely dependent on monsoon season in the region, and that this is a major uncontrollable variable in operational and financial performance. The revenues and profits from export are also determined by climatic conditions internationally esp. in South America.

WIND POWER DIVISION:

The Company owns a Wind Power Mill in the state of Tamil Nadu with 750 KW rated capacity. The wind mill generated 952262 units of electricity during the year (Previous Year : 1488720 Units). This reduction in production is primarily due to non availability of electricity grid at Tamil Nadu.

DIRECTORS:

The tenure of Shri Sharad Kumar Jain (DIN 02757935), as the whole-time director is being expired on 30.09.2014 upon completion of three years, of his tenure therefore upon the recommendation of the Board he has been re-appointed as the Whole-time Director of the Company w.e.f. 01.09.2014 for a further period of three years.

Shri Giriraj Gupta (DIN 00012999), Shri Umesh Narayan Trivedi (DIN 00018188) and Shri Pradeep Agrawal (DIN 05279673) the existing independent directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of all the Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

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

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

c. they have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis; AUDITORS & THEIR REPORT:

M/s Bhutoria Ganesan & Co., Chartered Accountants, Bhopal, statutory auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s Bhutoria Ganesan & Co., Chartered Accountants (ICAI Firm Registration No. 004465C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Sixth AGM to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the Board on the recommendations of the Audit Committee.

The Auditors'' Report read with notes to accounts are self-explanatory .

FIXED DEPOSITS:

Your company has not accepted or invited any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the year under review. And that there is no overdue unpaid/unclaimed deposit as at 31st March, 2014.

COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the Company is not required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

ENERGY CONSERVATION AND OTHER REPORTING:

The details of Energy Conservation in terms of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in Report of Directors Report) Rules, 1988 are enclosed forming part of this report as Annexure -A.

SECRETARIAL COMPLIANCE CERTIFICATE & SECRETARIAL AUDITOR:

Compliance Certificate has been obtained from M/s Jain Gupta & Co. in terms of the provisions of section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors'' Report, which is self-explanatory and needs no comments. Annexure- B

The Company has appointed M/s D.K. Jain & Co., (FCS 3565 & CP 2382), Company Secretaries as the Secretarial Auditors for the year 2014-15 as required under section 204 of the Companies Act, 2013

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks. PERSONNEL:

The Company continues to have cordial relations with its employees during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

Your Board of directors have constituted the Corporate Social Responsibility Committee (CSR Committee), comprising of K.C.Sharma as the Chairman, Shri Umesh Narayan Trivedi and Shri Pradeep Agrawal, members of the Committee as per requirement of the section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities.

PARTICULARS OF EMPLOYEES:

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

CORPORATE GOVERNANCE REPORT:

Report on Corporate Governance as required under the Listing Agreements with the Stock Exchanges along with the certificate of the Auditors, M/s Bhutoria Ganesan & Co. Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached to this report as Annexure- C.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Andhra Bank, Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, customer, vendors and employees in ensuring an excellent all around operational performance.

FOR & ON BEHALF OF THE BOARD

Place : Itarsi

Dated : 13 th August, 2014 CHAIRMAN & MANAGING DIRECTOR

DIN-00012900


Mar 31, 2013

To, The Members of Natraj Proteins Limited

The Board of directors has pleasure in presenting their 22nd Annual report on the business and operations of the Company along with the Audited Balance Sheet and the statement of Profit & Loss for the year ended 31st March 2013.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows:

(Amount in Lakhs) Particulars Year ended 31st March 31st March 2013 2012

total sales 31748.5 22070.17

Profit before interest, depreciation & tax 2053.94 1008,79

Less: Interest 324,87 386,50

DepreciatioN 80.55 75.66

Profit Before Tax 1648.52 546.63

Less: Provision for Income Tax 573,03 193,00

Less: Provision for Deferred Tax (10.32) (0.42)

Net Profit After Tax 1085.81 354.05

Add: Balance carried from Profit & Loss A/c 1467.20 1113.15

Total surplus of profit carried to Balance Sheet 2553.01 1467.20

2. DIVIDEND:

In order to strengthen the capital base and looking to the future prospects of the company, your directors do not recommend any dividend during the year and the funds are proposed to be utilized for Company''s business activities of the company.

3. REVIEWS ON OPERATIONS:

During the year under review the company has achieved turnover of Rs. 31749.55 Lacs as compared to Rs. 22070.17 Lacs in the previous year. The net profits after of the Company was also recorded at Rs 1,085.81 Lacs as compared to Rs. 354.04 Lacs in the previous year.

3.1. SOYA DIVISION

During the year under review, the monsoon was quite favorable for the company''s raw material viz, soya seeds and it was able to procure adequate seed for its crushing and manufacturing requirements.

Your directors also look forward for better working results in the years to come and good parity on export of DOC. However, the business activities mainly depends upon monsoon according to the required norms for soya crops and as the members are aware that the company is based on the SOYA seeds, an agricultural product, which is purely dependent on the monsoon and the climatic conditions of the Country

3.2 WINDPOWER DIVISION

The company is having Wind Power Mill in the state of Tamil Nadu for 750 KW capacity. The wind mill has generated 1488720 Units during the year (previous year 1192476 Unit).

4. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Shri K.C Sharma and Shri J.P. Agrawal will retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Further that tenure of Shri K.C.Sharma as Managing Directior and Shri J.P. Agrawal as Whole-time Director was expired on 31s1 July 2013. The Board has re-appointed them for a further period of 3 years w.e.f.r'' August, 2013 on the terms, conditions and remuneration as set out in the notice of the forthcoming annual general meeting.

Your directors submit necessary resolutions for respective appointments before the members of the Company.

5. DEPOSITS:

Your Company has not accepted deposits from the general public within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet. The Company Law Board or National Corripany Law Tribunal or Reserve Bank of India or any other Court or Tribunal against the Company has passed no order.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2013 and the profits of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the company have been prepared on the going concern basis.

7. SHARE CAPITAL & LISTING:

The Company''s 37,47,000 equity shares of Rs. 10 each fully paid up may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Depository Services Ltd. {NSDL) to provide facilities to all members and investors to hold the Company''s shares in dematerialized form.

The above said Equity shares are listed with the Mumbai, Madhya Pradesh and Ahemdabad Stock Exchanges. The Company is regular in payment of annual listing fees to all the Stock Exchange and there were no suspension of trading in any stock exchange during the year under review. The Company has also applied for granting permission for trading of the Equity Shares at the platform of NSE under the permitted category through the MPSE.

8. PERSONNEL:

The Company continues to have cordial relations with its employees during the year under review.

9. AUDITORS:

M/s Bhutoria Ganesan & Co., Chartered Accountants, (F.R.No, 004465C) the statutory Auditors of the Company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re-appointment will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed belore the shareholders for approval.

10. AUDITORS''REPORT:

The report of the auditors of the company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance ot section 217(3) of the Companies Act, 1956.

11. COST AUDITOR:

M/s Yogesh Chourasia & Associates (M.No, 00271) Cost Accountants has been appointed as the cost auditor of the Company tor conducting the cost audit ol Company''s product i.e. Soya edible oil for the financial year 2013-14. Pursuant to the provisions of section 209(1 }(d) of the Companies Act, 1956, Company is subjected to maintenance of Cost Accounting Record and is required to file Cost Audit Report to the MCA for the financial year 2012-13. The Cost Auditors has submitted their Report for the year ended 31s'' March, 2013 and the company is in process to file the same to the Central Government for the year2013-14.

12. INSURANCE:

The assets of company are adequately insured against the loss of fire and other risks, which has been considered necessary by the management. -

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as tequired under section 217(1)(e) of the Companies Act, 195& read with the Companies (Disclosure of particulars in the Reportof the Board of Directors) Rules 1988 have been annexed herewith as Annexure A.

14. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

Your company has complied with the mandatory requirements of Clause 49 of the listing agreement within the stipulated time. Report on the Corporate Governance has been annexed to the Directors'' Report as Annexure B.

15. COMPLIANCE CERTIFICATE:

In terms of the provisions of section 383{1A) of the Companies Act, 1956, the Company has obtained Compliance Certificate from M/s Jain Gupta & Co., Company Secretaries and enclosed with the Directors Report, as Annexure C.

16. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

For and on behalf of the Board

Place: Itarsi K.C.SHARMA

Dated:13th August, 2013 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

To, The Members of Natraj Proteins Limited

The Board of directors has pleasure in presenting their 21st Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows: (Amt in Rs. lacs)

Particulars Year ended 31st March

2012 2011

Total sales/Income from operations 22070.17 18992.35

Profit before interest, depreciation & tax 1008.79 571.79

less Interest 386.50 246.76

Depreciation 75.56 75.56

Profit Before Tax 546.63 249.46

Less: Provision for lncommax 193.00 90.61

Less: Provision for Deferred Tax (0.42) (7.66)

Net Profit After Tax i. 354.04 166.51



Add: Balance carried from profit & Loss A/c 1113.15 946.64

Total surplus of profit carried to Balance Sheet 1467.20 1113.15

2. DIVIDEND:

In order to strengthen the^ipital base anutjjjjpijkto the !0&igapr&ip&&6ot the company. your directors do not recommend any dividendj^luring the yeaJSpJti'fefeiunds^f proposj^b be utilized for Company's business activities of the company.

3. REVIEWS ON OPERAIoNS: 3.1. SOYA DIVISION

###### During the year under review, the mafflifiSlbn was quite morable for the company's few material viz, soya seeds and it was able to procufi adequated seed for its Crueshing and manufacturing requirements.During the year under review the compais has acJ^Bd turnover 22070.17 as compared fe Rs.18992.35 Lacs in the previous year. The profit ¦ the Company was alsoWcorded at Rs 354.04 as conjjared to Rs.166.51 Lacs in the previous year.

Your directors also look forword for working results i the years to come good parity on export of DOC. However, the business activities main depends upon mansoon according to the required norms for soya crops and as the members are awre that company is based on SOYA Seeds, an agricultural product, which is purely depended l»||he monsoon and the climatic conditions of the CouPly

wind power division The company is having Wind Power Mill in the state of Tamil Nadu for 750 KW capacity. The wind mill has generated 1192476. Units during the year.

4. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Shri Pradeep Agrawal, was appointed as the Additional Director of the Company w.e.f. 14,n May, 2012. The Company has received a notice from a member under section 257 of the Companies Act, 1956, signifying his intention for appointment as a director of the Company at the forthcoming annual general meeting.

Shri Sharad Jain had been appointed as the Whole-time Director. The Board had appoint him w.e.f. 1st Oct, 2011 for a period of 3 years on the terms, conditions and remuneration as set out in the notice of the forthcoming annual general meeting.

To office of Shri Hitesh Yadav as a director was ceased w.e.f. 23rd Sept., 2011.

Shri Giriraj Gupta and Shri Sharad Kumar Jain will retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your directors submit necessary resolutions for respective appointments before the members of the Company.

5. DEPOSITS:

Your Company has not accepted deposits from the general public within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet. The Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or Tribunal against the Company has passed no order.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2012 and the profits of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the company have been prepared on the going concern basis.

7. SHARE CAPITAL & LISTING:

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd.(CDSL) National Depositry Services Ltd. (NSDL) to provide facilities to all members and investors to hold the Company's shares in demateriallied form.

Equity shares are listed with the Mumbai,Madhya pradesh and Ahmedabad . StocK Exchanges The Company is regular in payment of annual listing fees to all the'StocK Exchanges and there were no suspension of trading in any stock exchange during the year under review. The Company has also applied for granting permission for trading of the Equity Shares at the platform of NSE undar the permitted category through the MPSE.

The company had forfeited 793000 partly paid up equity shares of Rs. 10 each on March 2012 on which Rs. 31,53,300 was remained unpaid. Now the compahy is having is 37,47,000 equity. shares of Rs. 10 each as fully paid up.

8. PERSONNEL: The Company continues to have cordial retortions with its employees during the year Under review.

9. AUDITORS:

M/s. Bhutoria Ganesan & Co., Chartered-Accountant (R.No004465C) the statutory Auditors of the company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation frort the AuditOtisHhat their reappointment will be within the limits prescribed under section 224(1 B) of the Companies Act;:1956. The Atibif Committee of the Board has recommended their re- appointment. The necessary resolutions being placedibefore the shareholders for approval.

10. AUDITORS'REPORT: The report of the auditors-of the company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequte compliance of section 217(3) of the Companies Act, 1956.

11. INSURANCE: The assets of company are adequately insured against the loss of fire and further risks, which has been considered necessary by the management.

12. CONSERVATION OF ENERGY TECHNCCOGY ABSORPTION PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under 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 have been annexed herewith as Annexure A.

13. COMPLIANCE CERTIFICATE:

In terms of the provisions of section 383(1 A) of the Companies Act, 1956, the Company has obtained Compliance Certificate from Jain Gupta & Co., Company Secretaries and enclosed with the Directors Report, as Annexure C.

14. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, .customer's orientations and the Pursuit of Excellence. The company's goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

Your company has complied with the mandatory requirements of Clause 49 of the listing agreement within the stipulated time. Report on the Corporate Governance has been annexed to the Directors' Report as Annexure

15. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and ,employees of the company and look forward for their continued support.

BY ORDERS OF THE BOARD KAILASH CHANDKHARMA MANAGING DIRECTOR

Place: Itarsi Dated: 25th August, 2012


Mar 31, 2010

The Board of directors has pleasure in presenting their 19th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31 March 2010.

I.FINANCIAL RESULTS:

Financial Results of the company for the year under review alongwith the comparative figures for previous year are as follows:

Particulars Year ended 31 st March

2010 2009

Total sales/Income from operations 1324997921 1684736057

Profit before interest, depreciation & tax 40149679 69990798

Less: Interest 11026460 13996857

Depreciation 7591548 6890383

Profit Before Tax 21531671 49103558

Less: Income Tax Related to Previous Year 0 2219411

Less: Provision for Income Tax 6540000 9000000

Less: Provision for Deferred Tax 792055 8121960

Less: Fringe Benefit 0 77228

Net Profit After Tax 14199617 29684960

Add: Balance carried from Profit & Loss A/c 80464564 64231338

Less: Transactional Liability - Deferred Tax Related 0 13451734

Total surplus of profit carried to Balance Sheet 94664180 80464564



2. DIVIDEND:

In order to strengthen the capital base and looking to the future prospects of the company, your directors do not recommend any dividend during the year and the funds are proposed to be utilized for Companys business activities of the company.

3. REVIEWS ON OPERATIONS: 3.1. SOYA DIVISION

During the year under review, the monsoon was quite favorable for the companys raw material viz, soya seeds and it was able to procure adequate seed for its crushing and manufacturing requirements. During the year under review the company has achieved turnover of Rs13249.98 Lacs as compared to Rs. 16847.36 Lacs in the previous year. The profit of the Company was also recorded at Rs.142.00 Lacs as compared to Rs. 296.85 Lacs in the previous year.

Your companys DOC being exported to other countries through the merchant exporters and in view of the decrease of the value of the Indian Rupee as compared to US $ the realization of the company sales of the Company was comparatively better then previous year.

Your directors look forward for better working results in the years to come and good parity on export of DOC. However, this year monsoon was not according to the required norms for soya crops and as the members are aware that the company is based on the SOYA seeds, an agricultural product, which is purely dependent on the monsoon and the climatic conditions of the Country, therefore the company may face problem in procurement of seeds of good quality on competitive price, which may effect the working of the Company.

WIND POWER DIVISION

The company is having Wind Power Mill in the state of Tamil Nadu for 750 KW capacity. The wind mill has generated 1670196 Units during the year.

4. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Shri J.P Agrawal and Shri K.C.Sharma will retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Further that tenure of Shri K.C.Sharma as Managing Directior and Shri J.P.Agrawal as Whole-time Director was expired on 31st July, 2010. The Board has further re-appointed them w.e.f. 1 August, 2010 for a further period of 3 years on the terms, conditions and remuneration as set out in the notice of the forthcoming annual general meeting.

Your directors submit necessary resolutions for respective appointments before the members of the Company.

5. DEPOSITS:

Your Company has not accepted deposits from the general public within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet. The Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or Tribunal against the Company has passed no order.

6. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2010 and the profits of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the company have been prepared on the going concern basis.

7. SHARE CAPITAL & LISTING:

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Depository Services Ltd. (NSDL) to provide facilities to all members and investors to hold the Companys shares in dematerialised form.

Equity shares are listed with the Mumbai, Madhya Pradesh and Ahmedabad Stock Exchanges. The Company is regular in payment of annual listing fees to all the Stock Exchange and there were no suspension of trading in any stock exchange during the year under review.

8. PERSONNEL:

The Company continues to have cordial relations with its employees during the year under review.

9. AUDITORS:

M/s. Bhutoria Ganesan & Co., Chartered Accountants, the statutory Auditors of the company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re-appointment will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

10. AUDITORS REPORT:

The report of the auditors of the company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956.

11. INSURANCE:

The assets of company are adequately insured against the loss of fire and other risks, which has been considered necessary by the management.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under 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 have been annexed herewith as Annexure A.

13. COMPLIANCE CERTIFICATE:

In terms of the provisions of section 383(1 A) of the Companies Act, 1956, the Company has obtained Compliance Certificate from Ankita Jain & Co., Company Secretaries and enclosed with the Directors Report, as Annexure B.

14. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customers orientations and the Pursuit of Excellence. The companys goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

Your company has complied with the mandatory requirements of Clause 49 of the listing agreement within the stipulated time. Report on the Corporate Governance has been annexed to the Directors Report as Annexure C.

14. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

For and on behalf of the Board Place:Itarsi K.C.SHARMA Dated:18th August,2010 CHAIRMAN &MANAGING DIRECTOR

 
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