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Directors Report of Piccadily Sugar and Allied Industries Ltd.

Mar 31, 2015

Dear Share Holders,

The Directors have the pleasure in presenting their 22nd Annual Report together with Audited Accounts of the Company for the year ended 31st March 2015

FINANCIAL RESULTS:

(Rs. In lacs)

Particulars 31st March 15 31st March 14

Total Income 1367.69 1526.71

Increase/(decrease) of Stock in trade 47.97 13.09

Proft before Interest & Depreciation 487.77 460.55

Less : Interest 258.49 244.70

Depreciation 248.67 213.77

Proft/(Loss) before Tax (19.39) 2.08

Provision for Tax/Deferred Tax - -

Net Proft / Loss (19.39) 2.08

Transfer to General Reserve - 2.08

Review of the operations of Sugar Mill

1) Sugar Mill

Sugar Mill did not commence the crushing operations during the season 2014-15 due to adverse conditions prevailing in the entire country. The Sugar Mill has recorded turn over of Rs. 107.24 Lacs

2) Distillery

The Distillery has produced 348579 cases of Punjab Medium Liqour (PML), 77626 (Bulk Liters) Extra Neutral Alcohal (ENA) , 6460 (Bulk Liters) Denature Spirit

The Distillery recorded a turnover of Rs.1260.45 Lacs.

Share Capital

During the period under review the company has not issued any sweat equity, ESOP , Bonus shares,and/or Convertible debenture during the year.

Dividend

Your Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2015, due to accumulated Losses.

Directors & Key Managerial Personnel

During the year, The Board of Directors of the company at its meeting held on 31/03/2015 has appointed Ms Madhu Sharma as additional Director of the company under the provisions of section 149 and 152 of Companies Act 2013 and Sh. Ashok Sharma has ceased to be Director of the company.

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify as an independent director under section 149 (6) of the companies Act 2013 as well as clause 49 of the Listing agreement.

Board Meetings

During the year under review 5 (fve) meetings of the Board of Directors were held to transact the business of the company. The time gap between the two consecutive meetings was not exceeding 120 days. Details of the Board meetings including attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this report.

Board evolution

In a separate meeting of independent Directors, performance of non -independent directors, performance of Board as a whole and performance of Chairman was evaluated. Based on such report of the meeting of independent Directors and taking into account the views of executive director and non executive director the Board had evaluated its performance on various perimeters such as Board composition and structure, effectiveness of board processes, effectiveness of fow of information, contributions from each directors etc.

Deposits

Your company has not accepted any deposits from the public during the year.

Risk Management

Your company carries out a periodical exercise to identify various risks involved in the business & operations of the company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the company defnes the risk management approach at all levels across the organization including determination of the degree of risks and proper steps to be taken to avoid the probable harm. The Board is updated periodically on the risks identified and steps taken for mitigating them.

Auditors & Audit report Statutory Auditors

M/s. Jain & Associates, Chartered Accountants Chandigarh, the Statutory Auditors of the Company, retiring at the conclusion of this Annual General Meeting and are eligible for e-appointment. Pursuant to the provisions section 139 of the Companies Act 2013 and rules framed there under, it is proposed to appoint M/s. Jain & Associates, Chartered

Accountants Chandigarh as Statutory Auditors of the Company from the conclusion of this Annual General meeting till the conclusion of next Annual General Meeting

The company has received letter from M/s. Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under section 141(3) (g) of the Companies Act 2013 and they are not disqualified for reappointment.

The Notes on Financial statements referred to in the Auditors report are self explanatory and do not call for any further comments.

Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 the Board has appointed Mr. Kanwaljit Singh , Practising Company Secretary as Secretarial Auditors of your company for the financial year 2014-2015. The Secretarial Audit report for the financial year 2014-15 is annexed to this report as Annexure-A

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo:

As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per Annexure- B.

Subsidiary

There are no Subsidiary company & Associates of the company.

Contracts or Arrangements with related Parties

Particulars of contracts /arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013 were in ordinary course of business and on arms length basis are provided to this report in Form no. AOC-2 as per Annexure –C

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act , 2013 are given in the notes to the Financial Statements.

Internal Controls

The company's internal Control system is commensurate with its size, scale and complexities of its operations. The Audit committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. It also reviews the quarterly Internal Audit reports.

Remuneration Policy

The Board has , on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. High lights of remuneration policy are stated in the corporate Governance report.

Signifcant and material orders passed by the Regulators or Courts

There are no signifcant material orders passed by the regulators/ Courts which would impact the going concern status of the company and its future operations. However in line with the requirement of clause 36 of the Listing Agreement read with guidance note issued by the Stock Exchange , the company has reported all the major cases/litigation matters etc from time to time to the Stock exchanges.

Extract of Annual Return

The details forming part of the extract of the Annual return is given in Annexure –D of this report.

Corporate Social Responsibility

Your company has transferred necessary funds to M/s Pt. Kedar Nath Sharma Hospital & Charitable Trust for undertaking CSR activities. CSR Details are given in Annexure -E

Pursuant to the provisions of Section 135 of the Companies Act 2013 and rules thereto, a Corporate Social Responsibility committee of the Board has been constituted to monitor CSR activities.

Corporate Governance & Policies

Pursuant to clause 49 of the Listing Agreement with BSE Ltd (BSE), Management discussion and Analysis, Corporate Governance Report and Auditors certifcate regarding compliance of conditions of corporate governance are made part of the Annual Report.

Your board has in accordance with the requirements of Companies Act 2013 & Clause 49 of Listing Agreement has adopted new policies such as Related Party Transaction, Corporate Social Responsibility Policy, Whistle Blower and vigil Mechanism policy. These policies are available on the website of the company and can be viewed on www. psailpatran .com.

Your board in accordance with the requirements of Companies Act 2013 & Clause 49 of Listing Agreement has formed Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Audit Committee, Stakeholders relationship Committee & business risk Management Committee as per Annexure- F.

Particulars of Employees

The information required pursuant to section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the company, will be provided on request , in terms of section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during bussiness hours on working days of the company up to date ensuing Annual General Meeting , if any member is interested in inspecting the same, such member may write to the company Secretary in advance.

Director's Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies Act 2013, with respect to Directors Responsibility Statement, it is hereby confrmed that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures .

2. The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable & prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Proft & Loss of the Company for the said period.

3. The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. The Directors have prepared the Annual Account ongoing concern basis.

5. The Directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

For Piccadily Sugar & Allied Industries Limited

Sd/- Sd/-

Place : Gurgaon (Madhu Sharma) (Devinder Sharma)

Date : 30/5/2015 Director Wholetime Director.

DIN No. 07149078 DIN No. 03264719


Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting their 21st Annual Report together with Audited Accounts of the Company for the year ended 31st March 2014

FINANCIAL RESULTS: (Rs. In lacs)

Particulars 31st March ''14 31st March''13

Total Income 1526.71 2146.78

lncrease/(decrease) of 13.09 80.72 Stock in trade

Profit before Interest 460.55 168.18 & Depreciation

Less : interest 244.70 28.31

Depreciation 213.77 298.64

Profit / (Loss) before Tax 2.06 (158.77)

Net Profit/(Loss) 2.08 (69.01)

Review of the operations

Sugar Mill

The Sugar mill did not commence the crushing operations during the season 2013-14 due to at adverse conditions prevailing in the sugar industry.

The Sugar Mill has recorded a turnover of Rs.24.77 Lacs till 31st March, 2014.

Distillery

The Distillery has produced 4,63,422 cases of Punjab Medium Liqour (PML), 10,23,630 (Bulk Liters) Extra Neutral Alcohal, 65702 (Bulk Liters) Denature spirit till 31st March 2014.

The distillery has recorded a turnover of Rs.1501.94 Lacs till 31st March, 2014.

Dividend

Your Directors nave not recommended any dividend on the equity shares for the financial year ended March 31,2014 due to accumulated Losses Directors

Sh. Devinder Sharma, Wholetime Director of the Company retire by rotation and is eligible for the reappointment.

The company has pursuant to the provisions of section 14/(4) of the Companies Act 2013, which came into effect from April 1, 2014 every listed public company is required to have atleast one - third of the total number of Directors as independent Directors. In accordance with the provisions of section 149 of the Act. Sh. Harvinder Chopra & Sh. Jai P arkash Kaushik are being appoint- as i ndependent Directors to hold office as per their tenure of appointment mentioned in the notice of the forthcoming Annual General meeting of the Company.

Auditors & Audit report

M/s . Jain & Associates. Chartered Accountants, Chandigarh, the Statutory Auditors of the Company, retiring at the conclusion of this Annual General Meeting and being eligible for re-appointment. Pursuant to the provisions section 139 of the Companies Act 2013 and rules framed there under, it is proposed to appoint M/s. Jain & Associates, Chartered Accountants Chandigarh as Statutory Auditors of the Company from the conclusion of this Annual General meeting till the conclusion of next Annual General

Meeting

the company has received letter from M/s. Jam & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under section 141(3) (g) of the Companies Act 2013 and they are not disqualified for reappointment

The Notes on Financial statements referred to in the Auditors report are self explanatory and do not call any further comments.

Cost Auditors

The Central Government has approved the appointment of Sh, Sanjeev K Bansal, Cost Accountant for the financial year 2013-2014 to cost audit for the Sugar & Distillery unit

Corporate Governance

Pursuant to clause 49 of the listing Agreement with BSE Ltd (BSE), Management discussion and Analysis. Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report.

Particulars of Employees

The particulars of employees as per section 217 (2A.) of Companies Act 1956 read with the Company''s (particulars of employ- fees) Rules 1975 is nil.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo:

As required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules. 1988. the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report.

Director''s Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of Companias Act 1956, the Directors give hereunder the Directors Responsibility Statement it is hereby conformed that:

1. In the preparation of the annual accounts for the year ended March 31,2014, the applicable accounting standards read with requirements set out under schedule VI to the Companies Act 1956 have been followed and there are no material departures from the same.

2 The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable & prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March 2014 and the Profit & Loss of the Company for the said period.

3. The Directors have taken proper and sufficient care 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 fraud and other irregularities, and

4. The Directors have prepared the Annual Account on going concern basis.

For Piccadily Sugar & Allied Industres Limited Sd/- Sd/- Place : Gurgaon (Devinder Sharma ) (Jai Parkash Kaushik) Date : 30/5/2014 Wholetime Director Director. DIN No. 03264719 DIN No. 02354480


Mar 31, 2013

The presenting fceir 20th Annual Report together wrth Audited Accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS (Rs.IN LACS)

PARTICULARS 31st March 13 31st March 12

Total Income 2146.78 3513.19

Increasel(decrease) of Stock in trade 80.72 (754.47)

Profit before Interest* Depreciation 168.18 894.43

Less: Interest 28.13 27.18

Depreciation 158.771 601.46

Profit / {Lossjbefore Tax , 618.94

Net Profit/Net (Loss) (69.01) 618.94 like wheat, rioe etc.

The Sugar Mill has recorded a turnover of 77.49 Lacs dunng the year.

Ppyfrw ri H* operations of Distiller?

(ENA), 137724 (Bulk Liters) Denature Spint till 31st March am The unit has recorded a turnover of 2069.29 Lacs. a flare up in the commodities price. Directors March 2013

Cost Auditors , , ,

Tta Central Government has approved the appointment rf*WKBm 0*te»*m***W* year 2013-2014 to conduct cost audit for its Sugar unit & Distillery unit rinrpnrata Governance are made part of the Annual Report.

Prsonns

The particulars of employees as per Section 217 (2A) of Companies Act 1956 read with the Company''s (Particulars of employees) Rules 1975 is Nil.

Absorption and Foreign Exchange ft.rn.nff and outgo. absorption and foreign exchange earning and outgo, is annexed and forms part of me report.

Director''s Responsibility Statement tenant to the provisions of Section 217(2M) of Companies Aot 1956, me Direct give hereunder the D,reclors venting and detecting fraud and other irregulanties, and - 4. The Directors have prepared the Annual Account on ongoing concern basis. Acknowledgement under review.

Sd/-

Nikhilesh Verma

Place: Chandigarh (Company Secretary)

Dated 14/08/2013


Mar 31, 2010

The Directors have the pleasure in presenting their 17th Annual Report together with Audited Accounts of the Company for the year ended 31st March 2010

FINANCIAL RESULTS: (Rs. In lacs)

Particulars 31st March 10 31st March 09

Total Income 2989.95 3958.69

lncrease/(decrease) of Stock in trade 37.95 (1116.75)

Profit before Interest & Depreciation 578.49 294.32

Less: Interest 68.68 102.04

Depreciation 241.86 230.26

Profit / (Loss)before Tax 268.15 (37.98)

Provision for Tax 0.00 2.50

Net Profit / (Loss) 268.15 (40.48)

Review of the operations of Sugar Mill

The Sugar Mill did not commence the crushing operations during the season 2009-2010 due to non availability of sugar cane & adverse conditions prevailing in the entire state of Punjab. The farmers of the Punjab have diverted to other crops like wheat, rice etc as sugar cane is 12 months crop. This has resulted in lower availability of sugar cane which has led to steep increase in the purchase price of the sugar cane & decline in the capacity utilization .of the sugar mills. The sugar Mill has recorded a turnover of Rs.5.5 Lacs & incurred a Loss of Rs.278.50 Lacs during the year.

Review of the operations of Distillery

The unit has produced 1010497 cases of Punjab Medium Liquor and produced/purchased Rectified Spirit (RS) & Extra Natural Alcohol (ENA) 2900187 (Bulk Liters), Denature Spirit 43659 (Bulk Liters) till 31st March 2010. The unit has recorded a turnover of 3667.06 Lacs and earned a profit of Rs.546.65 lacs.

Rehabilitation Scheme

The Company was declared as Sick industrial company within meaning of clause "O" of sub section 1 of the section 3 of the Sick Industrial Companies (Special Provisions) Act 1985. Company had entered into One Time Settlement with State Bank of Patiala for its dues and has already made the payment of entire dues as per settlement. The Hon able Board for Industrial & Financial Reconstruction, (BIFR) New Delhi has also approved the Scheme for the rehabilitation of the company on 1/4/2010 and one of the remedial measures envisages 50% reduction in the paid up capital ,as a result of this the value of each equity share of Rs 10/-will be reduced to Rs.5/-whereafter two equity shares of Rs 5/- each shall be consolidated into one Equity Share of Rs 10/-. Hence new shares in the ratio of 1 share for every 2 shares held by a shareholder are being issued by the company.

Indian Sugar Industry

The sugar output in India, which was 26 million tones in 2007-2008, declined to 14.7 million tones in 2008-2009 and the production for the current crushing year is estimated at about 16.0 million tones.

Indian Sugar Mills Association (ISMA) has projected an output of sugar to 25 million tones for the crushing season

2010-2011.

Directors

Sh. Chander Sekhar Singh and Sh. HPS Mann, Directors of the Company retire by rotation and are eligible for the reappointment.

During the year The Honable Board for Industrial & Financial Reconstruction (BIFR), New Delhi has appointed Sh. N.P.

Gupta as its Special Director on the Board of Directors of the company.

During the year Sh. Kartikeya Sharma was appointed as Additional director of the company.

Dividend

Due to Losses, your directors express their inability to recommend dividend for the year ended 31st March 2010. Auditors

M/s. Jain & Associates, Chartered Accountant, Chandigarh, the Statutory Auditors of the Company, retiring at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their appointment as Statutory Auditors of the Company for the year 2016-11.

Corporate Governance

Pursuant to clause 49 of the listing Agreement wth the Stock Exchange, Mumbai, Management Discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report.

Personnel

The particulars of employees as per Section 217 (2A) of Companies Act 1956 read with the Companys (Particulars of employees) Rules 1975 is nil.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

As required under Section 217(1)(e) of the Companies Act 1956 read with Companies (disclosure of particulars in the report of Board of Directors) Rule 1988, the information relating to the conservation of the energy, technology absorption and foreign exchange earning and outgo, is annexed and forms part of the report.

Directors responsibility statement

Pursuant to the provisions of Section 217(2AA) of Companies Act 1956, the Directors give hereunder the Directors Responsibility Statement on the accounts of the Company:

1. All the applicable accounting standards have been followed in the preparation of the accompanying account.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March 2010 and the Profit & Loss of the Company for the said period.

3. The Directors have taken proper and sufficient care 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 fraud and other irregularities, and

4. The Directors have prepared the Annual Account on going concern basis.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the financial institutions, banks, suppliers, customers, farmers and all other concerned with the Company during the year under review.

For Piccadily Sugar & Allied Industries Limited

Sd/- Sd/-

Place : New Delhi (Chander Sekhar Singh) (HPS Mann)

Date : 29.05.2010 Wholetime Director Director (Cane).



 
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