Mar 31, 2018
Report of the Directors
Your Directors have pleasure in presenting the 25th Annual Report of your Company and the audited financial statements for the year ended March 31, 2018.
FINANCIAL RESULTS
The Summary of Financial Performance of the Company for the year 2017-18 is as under:
(Rs. in Lakhs) |
||
Particulars |
2017-18 |
2016-17 |
Gross sales |
12,370.03 |
9,403.31 |
Add: Other operating revenue |
1,129.95 |
256.29 |
Add: Other income |
281.33 |
3.50 |
Total Income |
13,781.31 |
9,663.11 |
Less: Cost of goods sold |
10,263.00 |
7,384.16 |
Less: Excise duty |
11.85 |
14.42 |
Less: Other costs |
4,033.86 |
3,619.37 |
Earnings before government grant, depreciation, interest and taxes |
-527.40 |
-1,354.85 |
Add: Government grant |
16,685.44 |
1,655.11 |
Earnings before depreciation, interest and taxes |
16,158.04 |
300.27 |
Less: Interest costs |
2,254.48 |
1,931.60 |
Less: Depreciation |
3,661.16 |
2,732.81 |
Earnings before taxes |
10,242.40 |
-4,364.14 |
Income taxes |
3,199.09 |
-1,344.09 |
Total comprehensive income available for appropriation |
7,043.31 |
-3,020.05 |
Retained earnings of previous year |
-7343.12 |
-4323.08 |
Balance carried to Balance Sheet |
-299.81 |
-7343.12 |
DIVIDEND
In view of the accumulated loss of the preceding years, your Directors do not recommend any Dividend on the equity shares of the Company.
BOARD MEETINGS
During the year under review, six Board Meetings were held. The details of the same are covered in the Corporate Governance Report.
STATE OF COMPANY''S AFFAIRS
Except to the extent as stated under Material changes and Commitments, there have been no significant or material orders passed during the year by the regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future.
Performance of the Company
The Company has achieved a Turnover of Rs. 12,370.03 Lakhs for the financial year ended March 31, 2018 against the Turnover of Rs. 9,403.31 Lakhs for the financial year ended March 31, 2017. The Company has reported a profit before tax of Rs. 10,242.40 Lakhs due to accrual of government subsidy of Rs. 167 crores which was received during the year.
DEPOSITORY SYSTEM
The trading in the equity shares of your Company is under compulsory dematerialization mode. As on March 31, 2018, equity shares representing 97.60% of the equity share capital are in dematerialization form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail of the facility of dematerialization of the Company''s shares.
Members may please note that effective from 05 December 2018, shares of the listed entity can be traded only in dematerialized mode pursuant to SEBI notification SEBI/LAD-NRO/GN/2018/24 published on 08 June 2018.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act, 2013 (the Act), Ms. Mamta Sundara retires by rotation and, being eligible, offered herself for re-appointment. Mr. B.VKrishna Reddy whose tenure of office ended on September 30, 2017 was reappointed by the board on August 14, 2017 for a further period of two years w.e.f October 01, 2017 and the resolution for the same has been moved for ratification of shareholders through special resolution. Your company also appointed Mr. Sanjeev Gupta and Mr. Ajay Goel as Additional Directors w.e.f March 07, 2018 whose period of office expires at the ensuing AGM (Annual General Meeting). The Nomination and Remuneration Committee has recommended their appointment which has been provided in the notice to AGM.
A brief profile of Ms. Mamta Sundara, Mr. B.V Krishna Reddy, Mr. Sanjeev Gupta and Mr. Ajay Goel are provided in the Notice convening this AGM.
As per declarations received, no Director of the Company is disqualified to be appointed as a Director of any Public Limited Company in terms of Section 164(2) of the Companies Act, 2013.
DECLARATION FROM INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act, 2013, Independent Director(s) of the Company have submitted a declaration that they meet the criteria of Independence.
FAMILIARISATION PROGRAM UNDERTAKEN FOR INDEPENDENT DIRECTORS
The details of familiarization program of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.pioneerdistilleries.com/policies.php.
There have been meetings of Independent Directors at regular intervals which were conducted without the presence of other Directors, the details of the meetings has been provided in the Corporate Governance Report.
REMUNERATION POLICY
The ratio of the remuneration of each director to the median employee''s remuneration, the names of the top ten employees in terms of remuneration drawn and other details during the financial year 2017-18 in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1)&(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 1 and also in the Corporate Governance Report and form MGT 9, which forms part of this report. As stated in the Corporate Governance Report, sitting fees were paid to Independent Directors for attending Board/Committee meetings. They are also entitled for reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in attending such meetings.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, 2015, the Board has been carrying out an annual performance evaluation of its own performance, the performance of its Directors individually, as well as that of the Board Committees. The evaluation process considers the effectiveness of the Board and the Committees with special emphasis on the performance and functioning of the Board and the Committees. The evaluation of the Directors is based on the time spent by each of the Board Members, core competencies, expertise and contribution to the effectiveness and functioning of the Board and the Committees.
MATERIAL CHANGES AND COMMITMENTS
Your company had on July 26, 2018 received closure directions from the Maharashtra Pollution Control Board subsequent to the close of the financial year under review for closure of manufacturing activity of the Company under Section 33 A of The Water (Prevention & Control of Pollution) Act, 1974 and under Section 31A of The Air (Prevention & Control of Pollution) Act, 1981 alleging pollution caused by the Company. The Company is seeking legal advice to represent and/or appeal before the Competent Authority or a Court of Competent Jurisdiction for challenging and setting aside the Closure Direction.
COMMITTEES
The Companies Act, 2013 provides for the formation and duties of various committees of the Board. The Company has in place the required Committees with specific defined roles, duties and responsibilities.
Details of various Committees, meetings held and attendance at the various Committee meetings are given in the Corporate Governance Report which forms part of the Annual Report.
All the recommendations of the Audit and Risk Management Committee were accepted by the Board. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There are no loans given, investments made, guarantees given and securities provided by the Company which are covered under the provisions of the Section 186 of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROLS
Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on Board''s review of the effectiveness of the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to Company''s policy, safeguarding its assets, prevention and detection of frauds and errors and completeness of accounting records and timely preparation of financial statements and the confirmation received from the external parties, the Board has satisfied itself that the Company has laid down internal financial controls, commensurate with size of the Company and that such internal financial controls are broadly adequate and are operating effectively. The certification by the auditors on internal financial control forms part of the audit report.
AUDITORS
M/s. Price Waterhouse & Co., Chartered Accountants LLP (FRN 304026E/E-300009), were appointed as Statutory Auditors of your Company in the 24th AGM held on 28 July 2017 for a period of 5 years till the conclusion of the 29th AGM of the company. Pursuant to provisions of the Companies (Amendment) Act 2017, ratification of the appointment made at the earlier Annual General meeting is dispensed with.
SECRETARIAL AUDITORS
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 Company had appointed Mr. Sudhir Hulyalkar, a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report is given as Annexure 2, forming part of this Report.
RISK MANAGEMENT
The Company has a Risk Management framework. Risk evaluation by the management is an ongoing process within the organization and is periodically reviewed by the Board of Directors. Risk Management has been made part of Audit Committee by renaming the Audit Committee as Audit and Risk Management Committee. The Risk management policy adopted by the company has been explained in the Management Discussion and Analysis Report which forms part of this Annual report.
WHISTLE BLOWER MECHANISM
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Whistle blower mechanism under which the employee sand directors are free to report violations of applicable laws and regulations and the Code of Conduct and as part of the mechanism all the employees are provided access to the Chairman of the Audit Committee. The Whistle Blower Mechanism of the Company can be accessed on the website at the following link: www.diageospeakup.com
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on dealing with Related Party Transactions (RPTs) which has been reviewed by the Audit Committee at regular intervals. The Policy is disclosed on the website of the Company at the web link: http://www.pioneerdistilleries.com/policies.php. All transactions entered with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations during the year were in the ordinary course of business and at an arm''s length basis. There are no materially significant RPTs entered by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict of interest with the Company.
The details of the RPTs in Form AOC-2 is enclosed and marked as Annexure 3. In accordance with Ind AS 24, the RPTs are disclosed under Note 36 to the financial statements.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance is annexed separately as part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is annexed separately as part of this report.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the year. There was no fixed deposit amount that remained unpaid/unclaimed as at the end of the year.
LISTING OF EQUITY SHARES OF THE COMPANY
The Equity Shares of your Company continue to be listed with BSE Limited and National Stock Exchange of India Limited. The Annual Listing fees for the year 2017-18 have been paid to these Stock Exchanges.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Sections 124 and 125 of the Act (erstwhile Section 205A(5) and 205 C of the Companies Act, 1956), read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), both of which were applicable with effect from September 07, 2016, the unclaimed/unpaid dividend remaining unclaimed / unpaid for a period of seven years, have been transferred to the IEPF. There were no amount pending to be transferred to the IEPF account for the financial year ended March 2018.
Necessary compliance under Rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 have been complied with.
HUMAN RESOURCES
None of the employee draws remuneration in excess of the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act is given in Annexure 4 to this Report.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013, an extract of the Annual Return in Form MGT-9 is given in Annexure 5 to this Report.
CORPORATE SOCIAL RESPONSIBILITY
The CSR committee though not mandatory has been setup by the company, the composition and other details have been provided in the Corporate Governance Report.
Your company believes that the company will grow if the communities around the factory establishments also grows. Accordingly, even though your company is presently not required to spend any amount under Corporate Social Responsibility ("CSR") due to the average net profit for the last three years being negative, the Company has still met its social objectives by spending on the following CSR activities in the vicinity of the Company''s factory:
1. Provided 11 borewells in the water scarce areas of Dharmabad taluk to meet the water requirement during summer season.
2. Conducted a health checkup camp in Balapur village and 100 people benefited from the health camp.
3. Provided Sewing machines to the needy women to support them economically and raise the standard of living.
4. Arranged water stall in the Balapur village to provide drinking water facility during summer.
5. Funded digital classroom setup for Zilla Parishad School at Rampur village to help school children learn the basic computer knowledge and internet.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has implemented a policy on Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been setup to redress complaints received regarding sexual harassment. No complaint was received by the Company during the year ended March 31, 2018.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies, Act, 2013, the Board of Directors state that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are 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 ended March 31, 2018;
(iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) proper internal financial controls which are commensurate with the nature, size and complexity of its business have been followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) the Company has a system of getting reports of compliances periodically from the unit and has implemented proper systems in place to ensure compliance with the provisions of all applicable laws so that such systems are adequate and operate effectively.
ACKNOWLEDGMENT
Your Directors place on record their sincere appreciation for the support from employees, shareholders, customers, suppliers, Banks, Auditors, Government of Maharashtra & Telangana and other business associates.
By Authority of the Board |
|
Bengaluru |
R Krishnamurthy |
July 30, 2018 |
Chairman |
Mar 31, 2017
Report of the Directors
The Directors have pleasure in presenting theA4nual Report of your Company and the audited financial statements for the year ended March 31, 207.
FINANCIAL RESULTS
The Summary of Financial Performance of the Company for the year 2016-17 is as under:
(Rs. in Lakhs)
Particulars |
2016-17 |
2015-16 |
Gross sales |
9,403.31 |
10797.83 |
Add: Other operating revenue (excludes Government grant) |
256.29 |
95.28 |
Add: Other income |
3.50 |
B5 |
Total Income |
9,663.11 |
1089446 |
Less: Cost of goods sold |
7,384.16 |
7,758.57 |
Less: Excise duty |
14.42 |
37.54 |
Less: Other costs |
3,619.37 |
3,07.77 |
Earnings before government grant, depreciation, interest and taxes |
-1,354.85 |
80.59 |
Add: Government grant |
1,655.11 |
8,27.27 |
Earnings before depreciation, interest and taxes |
300.27 |
8,207.86 |
Less: Interest costs |
1,931.60 |
2,400.60 |
Less: Depreciation |
2,732.81 |
2,552.76 |
Earnings before taxes |
-4,364.14 |
3,254.50 |
Income taxes |
-1,344.09 |
1007.49 |
Total comprehensive income available for appropriation |
-3,020.05 |
2,247.01 |
Retained earnings of previous year |
-4323.08 |
-6570.09 |
Balance carried to Balance Sheet |
-7343.12 |
-4323.08 |
DIVIDEND
In view of the Loss, your Directors do not recommend any Dividend on the equity shares of the Company. BOARD
MEETINGS
During the year under review, eight Board Meetings were held. The details of the same are covered in the Corporate Governance Report.
STATE OF COMPANYâS AFFAIRS
There have been no significant or material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the companyâs operations in future.
Performance of the Company
The Company has achieved a Turnover of Rs.9,403.31 Lakhs for the financial year ended March 31, 2017 against the Turnover of Rs.10,797.83 Lakhs as on March 31, 2013. The Company has incurred a loss of Rs.4,364,14Lakhs before tax.
Impact of Goods and Services Tax (GST)
GST will not have any direct effect on the liquor industry, as liquor is outside GST. However inputs and services used for manufacture and sale would attract GST. While our initial assessment shows that GST would be levied on purchase of molasses whereas the output i.e. Molasses based ENA is out of GST levy, actual tax structure would only be known once the final rates and rules are notified. In any case, molasses based ENA is only a portion of your Companyâs portfolio which also includes Grain based ENA, Malt spirit and IMFL bottling. Other facilities of your Company would carry-out its activities as usual. We will put together all the mitigation plan that is possible, so that the overall impact of GST on the Company is minimal.
DEPOSITORY SYSTEM
The trading in the equity shares of your Company is under compulsory dematerialization mode. As on March 31,2017, equity shares representing 92.39% of the equity share capital are in dematerialization form. As the depository system offers, members are requested to take advantage of the same and avail of the facility of dematerialization of the Companyâs shares.
DIRECTORS AND KEYMANAGERIALPERSONNEL
As per the provisions of the Companies Act, 2013 (the Act), Ms. Mamta Sundara retires by rotation and, being eligible, offers herself for re-appointment. A brief profile of Ms. Mamta Sundara is provided in the Notice of this AGM.
As per declarations received, no Director of the Company is disqualified to be appointed as a Director of any Public Limited Company in terms of Section 14(2) of the Companies Act, 2013.
DECLARATION FROM INDEPENDENT DIRECTORS
In terms of Section 49(7) of the Companies Act, 2013, Independent Director(s) of the Company have submitted a declaration that they meet the criteria of Independence.
FAMILIARISATION PROGRAMME UNDERTAKEN FORINDEPENDENTDIRECTORS
The details of familiarization programme of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at link www.pioneerdistilleries.com/policies.php.
REMUNERATION POLICY
The ratio of the remuneration of each director to the median employees remuneration, the names of the top ten employees in terms of remuneration drawn and other details during the financial year 2016-17, in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) &(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the annexure, that is attached herewith and marked annexure A and also in the Corporate Governance Report and form MGT 9, which forms part of this report. As stated in the Corporate Governance Report, sitting fees were paid to Independent Directors for attending Board/Committee meetings. They are also entitled for reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in attending such meetings.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Act, and Regulation 17 of the SEBI Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the performance of its Directors individually, as well as that of the Board Committees. The evaluation process considered the effectiveness of the Board and the Committees with special emphasis on the performance and functioning of the Board and the Committees. The evaluation of the Directors was based on the time spent by each of the Board Members, core competencies, expertise and contribution to the effectiveness and functioning of the Board and the Committees.
MATERIALCHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of your Company between the end of the financial year of the Company to which the financial statements relate and on the date of this report.
COMMITTEES
The Companies Act, 2013 provides for the formation and duties of various committees of the Board. The Company has in place the required Committees with specific defined roles, duties and responsibilities.
Details of various Committees, meetings held and attendance at the various Committee meetings are given in the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There are no loans given, investments made, guarantees given and securities provided by the Company which are covered under the provisions of the Section 86 of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROLS
Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on Boards review of the effectiveness of the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to Company policy, safeguarding its assets, prevention and detection of frauds and errors and completeness of accounting records and timely preparation of financial statements and the confirmation received from the external parties, the Board has satisfied itself that the Company has laid down internal financial controls, commensurate with size of the Company and that such internal financial controls are broadly adequate and are operating effectively. The certification by the auditors on internal financial control forms part of the audit report.
AUDITORS
M/s. Lodha & Co, Chartered Accountants, Statutory Auditors of your Company, have tendered their resignation with effect from the conclusion of the ANNUAL General Meeting (AGM). The Audit Committee at their meeting held on June 23, 2017, recommended the appointment of M/s. Price Waterhouse & Co Chartered Accountants LLP, (FRN 304026E/E-300009) who have given their consent and willingness to be appointed as Auditors of your Company. The Board of Directors at their meeting held on the same day, approved the recommendation of the Audit Committee and proposed to appoint M/s. Price Waterhouse & Co Chartered Accountants LLP, as Auditors of your Company for a period of 5 years from the conclusion of the ensuing 24AGM till the conclusion of the29AGM of the Company subject to the approval of the members of the Company at the ensuing AGM.
SECRETARIALAUDITORS
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 Company had appointed Mr. Sudhir Hulyalkar, a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Audit Report is give Annexure B, forming part of this Report.
RISK MANAGEMENT
The Company has a Risk Management framework. Risk evaluation by the management is an ongoing process within the organization and is periodically reviewed by the Board of Directors. Risk Management has been made part of Audit Committee by re-constituting the Audit Committee as Audit and Risk Management Committee.
WHISTLE BLOWERMECHANISM
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Whistle blower mechanism under which the employees and Directors are free to report violations of applicable laws and regulations and the Code of Conduct. During the year under review, no employee was denied access to the Audit Committee. The Whistle Blower Mechanism of the Company can be accessed on the website at the following link: www.reportlineweb.com/ispeak.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on dealing with Related Party Transactions (RPTs). The Policy is disclosed on the website of the Company at the web Ihitikp ''//w\ vwpioneerdistilleries.com/policies.php.
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations during the year were in the ordinary course of business and at an armâs length basis. There are no materially significant RPTs made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The details of the RPTs in Form AOC-2 is enclosed and mar Annexure C. In accordance with Ind AS 24, the RPTs are disclosed under Note 36 to the financial statements.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance is annexed separately as part of this report.
MANAGEMENT DISCUSSIONAND ANALYSIS REPORT
The Management Discussion and Analysis Report is annexed separately as a part of this report.
FIXED DEPOSITS
The Company has not accepted any deposits from public during the year.
LISTINGOF EQUITY SHARES OF THE COMPANY
The Equity Shares of your Company continue to be listed with BSE Limited and National Stock Exchange of India Limited. The Annual Listing fees for the year 2017-18 have been paid to these Stock Exchanges.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Sections 124 and 25 of the Act (erstwhile Section 205A(5) and 205 C of the Companies Act, 1956), read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 206 (IEPF Rules), both of which were applicable with effect from September 07, 2016, the unclaimed/unpaid dividend remaining unclaimed / unpaid for a period of seven years, have been transferred to the IEPF.
Necessary compliance under Rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 have been followed.
Financial Year |
Date of declaration |
Amount Unclaimed/Unpaid as on 31.03.2017 (Rs.) |
Due date for transfer |
2009-10 |
25/09/2010 |
295,809 |
24/10/2017 |
HUMAN RESOURCES
None of the employee draws remuneration in excess of the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGYAND FOREIGN EXCHANGE
The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act is give Aninexure D to this Report.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form MGT-9 is given Annexure E to this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your company believes that the company will grow as the communities around the facility also grows, by serving these communities, thereby creating value to the Company. Your Company is presently not required to spend any amount under Corporate Social Responsibility (CSR)â due to the average net profit of the last three years being negative. However, the Company has still met its social objectives by spending on the following CSR activities, in the vicinity of the Companyâs factory:
1. Built a road from Allur Village to Jackwell as the road was not accessible to the villages to go for their work for irrigation.
2 Revamped the electrical infrastructure and other welding works in Zilla perished School at Balapur village.
3. Purchased digital classroom setup for Zillaparishad School at Balapur village to help school children learn the basic computer knowledge and access to internet.
4 Arranged PAN-POIâ-water stall in the Balapur village to provide drinking water facility during summer.
DISCLOSURE UNDER THE SEXUALHARASSMENT OFWOMENATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has implemented a policy on Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been setup to redress complaints received regarding sexual harassment. No complaint was received by the Company during the year ended March 31, 2017
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies, Act, 2013, the Board of Directors state that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are 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 loss of the Company for the year ended March 31, 2017;
(iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) proper internal financial controls which are commensurate with the nature, size and complexity of its business have been followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) the Company has a system of getting reports of compliances periodically from the unit and has implemented proper systems in place to ensure compliance with the provisions of all applicable laws so that such systems are adequate and operate effectively.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the continued support from employees, shareholders, customers, suppliers, Banks, Auditors, Government of Maharashtra &Telangana and other business associates.
By Authority of the Board
Bangalore B.V. Krishna Reddy Mamta Sundara
June 23, 2017 Managing Director Director
Mar 31, 2016
The Directors have pleasure in presenting the Annual Report of your Company and the audited accounts for the year ended March 31, 2016.
FINANCIAL RESULTS
The Summary of Financial Performance of the Company for the year 2015-16 is as under:
(Rs. in Lakhs)
Particulars |
2015-16 |
2014-15 |
Net Sales |
14,288.02 |
15,043.37 |
Add: Other income |
8,355.13 |
3,201.33 |
Add: Increase / (Decrease ) in stocks |
(54.73) |
1,664.74 |
Total Income |
22,588.42 |
19,909.44 |
Less: Expenditure |
14,380.57 |
16,966.74 |
Profit / (Loss) before depreciation, interest and tax |
8,207.85 |
2,942.70 |
Less: Interest |
2,231.25 |
3,923.84 |
Less: Depreciation |
2,552.76 |
2,386.73 |
Profit / (Loss) before Tax |
3,423.84 |
(3,367.88) |
Provision for Taxation : - Tax relating to earlier years |
0 |
(1,203.36) |
Profit / (Loss) after Tax |
3,423.84 |
(2,164.52) |
Add: Balance brought forward from previous year |
(12,015.69) |
(8,667.67) |
Balance carried to Balance Sheet |
(8,591.85) |
(12,015.69) |
DIVIDEND
In view of the Accumulated Losses, your Directors do not recommend any Dividend on the equity shares of the Company.
TRANSFER TO RESERVE
No amount is proposed to be transferred to reserves during the year under review.
BOARD MEETINGS
During the year under review, six Board Meetings were held. The details of the same are covered in the Corporate Governance Report.
STATE OF COMPANYâS AFFAIRS
There have been no significant or material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the companyâs operations in future.
Performance of the Company
The Company has achieved a Turnover of Rs.14,288.02 Lakhs for the financial year ended March 31, 2016 against the Turnover of Rs.15,043.37 Lakhs as on March 31, 2015. The Profit before tax of your Company during the financial year amounted to Rs.3,423.84 Lakhs. The Company has shown improved profit performance during the year as can be seen from the above results. The turnover of the Company was impacted due to shortage of water during the year. The Company is taking steps to minimize the impact on the Company due to any ongoing or future shortage of water.
DEPOSITORY SYSTEM
The trading in the equity shares of your Company is under compulsory dematerialization mode. As on March 31, 2016, equity shares representing 92.44 % of the equity share capital are in dematerialization form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail of the facility of dematerialization of the Companyâs shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors has appointed Mr. B.V. Krishna Reddy as Managing Director of the Company with effect from October 01, 2015 for a period of two years.
Ms. Junia Sebastian was appointed as an Additional Director of the Company in terms of Section 161 of the Companies Act, 2013, in the capacity of Independent Director, with effect from April 20, 2016. The Company has received notice under Section 160 of the Companies Act, 2013 in writing from a member signifying itâs intention to propose the candidature of Ms. Junia Sebastian as an Independent Director of your Company for a period of five years. Ms. Junia Sebastian will hold office till the date of the forthcoming AGM.
Mr. Vinod Rao appointed as a Director and Chairman of the Company on May 20, 2015, tendered his resignation as Director and Chairman of the Company with effect from October 14, 2015 and the Directors place on record their appreciation for the valuable services rendered by Mr. Vinod Rao during his tenure as Director and Chairman of your Company.
As per declarations received, no Director of the Company is disqualified to be appointed as a Director of any Public Limited Company in terms of Section 164(2) of the Companies Act, 2013.
Mr. Gopal Kothari was appointed as Chief Financial Officer (CFO) of the Company w.e.f. October 01, 2015 in place of Mr. Debasis Chaudhuri who resigned as CFO of the Company on September 30, 2015.
DECLARATION FROM INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act, 2013, Independent Director(s) of the Company has/have submitted a declaration that they meet the criteria of Independence.
FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http:// www.pioneerdistilleries.com/policies.php.
REMUNERATION POLICY
The ratio of the remuneration of each director to the median employeeâs remuneration and other details during the financial year 2015-16, in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report and in form MGT 9, that is attached herewith and marked as Annexure
A. As stated in the Corporate Governance Report, sitting fees are paid to Independent Directors for attending Board/Committee meetings. They are also entitled to reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in attending such meetings.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Act, and Regulation 17 of the SEBI Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the performance of its Directors individually, as well as that of Board Committees. The evaluation process considered the effectiveness of the Board and the Committees with special emphasis on the performance and functioning of the Board and the Committees. The evaluation of the Directors was based on the time spent by each of the Board Members, core competencies, expertise and contribution to the effectiveness and functioning of the Board and the Committees.
MATERIALCHANGESAND COMMITMENTS
As discussed earlier shortage of water at the factory premises resulted in the production and sales at the factory being materially affected during the year. Other than this event, there are no material changes and commitments affecting the financial position of your Company between the end of the financial year of the Company to which the financial statements relate and on the date of this report.
COMMITTEES
The Companies Act, 2013 provides for the formation and duties of various committees of the Board. The Company has in place the required Committees with specific defined roles, duties and responsibilities.
Details of various Committees, meetings held and attendance at the various Committee meetings are given in the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There are no loans given, investments made, guarantees given and securities provided by the Company which are covered under the provisions of the Section 186 of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROLS
The Board considered material placed before it and after reviewing the confirmation from external parties and reviewing the effectiveness of the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to Companyâs policy, safeguarding its assets, prevention and detection of frauds and errors and completeness of accounting records and timely preparation of financial statements, the Board has satisfied itself that the Company has laid down internal financial controls, commensurate with size of the Company and that such internal financial controls are broadly adequate and are operating effectively. The certification by the auditors on internal financial control forms part of the audit report.
AUDITORS
M/s. Lodha & Co, Chartered Accountants, the Auditors of your Company, hold office till the conclusion of the forthcoming Annual General Meeting (âAGMâ) of the Company and have given their consent for re-appointment. Pursuant to provisions of Section 139(2) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014, M/s. Lodha & Co are eligible for appointment as Auditors for a further period of five consecutive years. Your Company has received a written confirmation from M/s. Lodha & Co, Chartered Accountants to the effect that their appointment, if made, would satisfy the criteria provided in Section 141 of the Companies Act, 2013 for their appointment. The Board recommends the re-appointment of M/s. Lodha & Co, Chartered Accountants as the Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 28th AGM subject to the remuneration as may be recommended by the Audit Committee in consultation with the Auditors.
SECRETARIALAUDITORS
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 Company had appointed Mr. Sudhir Hulyalkar, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report is given as Annexure B forming part of this Report.
BOARD OF DIRECTORSâ RESPONSES TO OBSERVATIONS, QUALIFICATIONS AND ADVERSE REMARKS IN SECRETARIAL AUDIT REPORT
The Secretarial Auditor has made the following observations in his report:
1. The Company did not have minimum number of independent directors as required under Section 149(4) of the Act read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and also as required under Clause 49 of the erstwhile Listing Agreement and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As a result, the Audit Committee, the Nomination and Remuneration Committee were not constituted with the composition of its members as required under Section 177and Section 178 of the Act and Rules made there under and also Clause 49 of the erstwhile Listing Agreement and Regulation 18 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Since there was only one Independent Director on the Board, there was also no meeting of Independent Directors held during the year as required under Clause VII (1) of Schedule IV of Companies Act, 2013 read with Secretarial Standard -1 and also as required under Clause 49 of erstwhile Listing Agreement, Regulation 25 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Due to this, the Company was not having optimum combination of Executive and Non-executive directors till the appointment of the Managing Director and an independent director made on September 30, 2015 and April 20, 2016 respectively, as required under Clause 49 of erstwhile Listing Agreement, Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Directorsâ Response: The Company has appointed Ms. Junia Sebastian, as Independent Director on April 20, 2016 and as member of the Audit Committee and Nomination and Remuneration Committee on April 27, 2016. With this appointment the requirement of minimum number of Independent Directors and composition of Audit Committee and Nomination and Remuneration Committee as per the provisions of the Companies Act, 2013 and the SEBI Listing Regulations have been met.
In view of the absence of required Independent Directors, meeting of Independent Directors was not held. The Company will comply with the same during the year 2016-17.
2. In one instance, there was a gap of more than 4 months between two consecutive meetings of Audit Committee as against the requirement of frequency of such meetings during a year under Clause 49 of erstwhile Listing Agreement.
Directorsâ Response: No Audit Committee meeting was held between November 11, 2014 and July 22, 2015, since the then Independent Directors on the Board resigned, resulting in the need to reconstitute the Audit Committee as per the provisions of the Companies Act, 2013 and the Listing Agreement. Since appointment of Independent Directors and replacement of nominee Directors of United Spirits Limited (holding company of the Company) took time, we held the Audit Committee meeting on July 22, 2015 as soon as the Board / Audit Committee were reconstituted.
RISKMANAGEMENT
The Company has a Risk Management framework. Risk evaluation by the management is an ongoing process within the organization and is periodically reviewed by the Board of Directors.
WHISTLE BLOWER MECHANISM
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Whistle blower mechanism under which the employees and Directors are free to report violations of applicable laws and regulations and the Code of Conduct. During the year under review, no employee was denied access to the Audit Committee. The Whistle Blower Mechanism of the Company can be accessed on the website at the following link: http://pioneerdistilleries.com/ispeak.php.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on dealing with Related Party Transactions (RPTs). The Policy is disclosed on the website of the Company at the web link: http://www.pioneerdistilleries.com/policies.php. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations during the year were in the ordinary course of business and at an armâs length basis. There are no materially significant RPTs made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The details of the RPTs in Form AOC-2 is enclosed and marked as Annexure C. In accordance with Accounting Standard 18, the RPTs are disclosed under Note No.22 of the Notes to the Accounts.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance is annexed separately as part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is annexed separately as a part of this report.
FIXED DEPOSITS
The Company has not accepted any deposits from public during the year.
LISTING OF EQUITY SHARES OF THE COMPANY
The Equity Shares of your Company continue to be listed with BSE Limited and National Stock Exchange of India Limited. The Annual Listing fees for the year 2016-17 have been paid to these Stock Exchanges.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A(5) and 205 C of the Companies Act, 1956, the Unclaimed Dividend, remaining unclaimed and unpaid for a period of more than 7 years, have been transferred to the Investor Education and Protection Fund.
Necessary compliance under Rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 have been followed.
Financial Year |
Date of declaration |
Amount Unclaimed/Unpaid |
Due date for |
|
|
as on 31.03.2016 (Rupees) |
transfer |
2008-09 |
30/09/2009 |
83,028 |
29/10/2016 |
2009-10 |
25/09/2010 |
295,809 |
24/10/2017 |
EXPLANATION TO THE QUALIFICATIONS IN AUDITORâS REPORT
There are no qualifications or adverse remarks in the Auditorâs Report.
HUMAN RESOURCES
The Company has no employee in respect of whom Statement under Section 197(12) of the Companies Act, 2013, is required to be annexed.
CONSERVATION OF ENERGY, TECHNOLOGYAND FOREIGN EXCHANGE
The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act is given in Annexure D to this Report.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form MGT-9 is given in Annexure E to this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is presently not required to spend any amount under Corporate Social Responsibility (CSR) due to the average net profit of the last three years being negative. However, the Company has still met its social objectives by spending on the following CSR activities, in the vicinity of the Companyâs factory:
1) Support for starting Digital class room at Zilla Parishad School, Balapur (V) and at Bellur / Chincholi.
2) Support to Allur village for starting RO Plant. This has resulted in 1500 Families getting advantage of clean drinking water.
3) Cleaning of ponds at Chikana Village, which has allowed the pond to be filled up with rain water. The SDM / Deputy Collector Nanded has appreciated the efforts taken by your Company.
4) Completed road work from Allur Village to the Godavari River bank.
5) Arranged PAN-POI near Bus Stand for providing drinking water to travelers in summer for 3 months.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy on Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been setup to redress complaints received regarding sexual harassment. No complaint was received by the Company during the year ended March 31, 2016.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies, Act, 2013, the Board of Directors state that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are 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 ended March 31, 2016;
(iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) proper internal financial controls which are commensurate with the nature, size and complexity of its business have been followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) the Company has a system of getting reports of compliances periodically from the unit and is also in the process of putting proper systems in place to ensure compliance with the provisions of all applicable laws so that such systems are adequate and operate effectively.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the continued support from employees, shareholders, customers, suppliers, Banks, Government of Maharashtra & Telangana and other business associates.
By Authority of the Board
Bangalore B.V. Krishna Reddy Mamta Sundara
August 25, 2016 Managing Director Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Annual Report of your
Company and the audited accounts I for the year ended March 31, 2014.
FINANCIAL RESULTS
The Summary of Financial Performance of the Company for the year
2013-14 is as under:
(Rs. in Lakhs)
Particulars 2013-14 2012-13
Net Sales 12890.39 10362.99
Add: Other income 1688.80 2.35
Add: Increase /(Decrease ) in stocks (453.38) 722.78
Total Income 14125.81 11088.12
Less: Expenditure 13277.10 11861.67
Profit/(Loss) before depreciation,
interest and tax 848.71 (773.55)
Less: Interest 1910.33 1030.44
Less: Depreciation 1067.91 927.34
Profit / (Loss) before Tax (2129.53) (2731.33)
Provision for Taxation :
- Tax relating to earlier years 0 54.43
Profit / (Loss) after Tax (2129.53) (2785.76)
Add: Balance brought forward from
previous year (6538.14) (3752.37)
Balance carried to Balance Sheet (8667.67) (6538.13)
DIVIDEND
In view of Loss, your Directors do not recommend any Dividend on the
equity shares of the Company.
PERFORMANCE OF THE COMPANY
The Company has achieved a Turnover of Rs.12,890.39 Lakhs for the
financial year ended March 31, 2014 I against the Turnover of
Rs.10,362.99 Lakhs an increase of 24% over the previous year. The Loss
before I tax of your Company during the financial year amounted to
Rs.2,129.53 Lakhs.
This loss is mainly due to higher Input Cost, increase in interest cost
on borrowings and non-availability I of good quality Molasses.
PROSPECTS
Keeping in view the emerging demand for Grain Based Alcohol, the
Company has installed Grain Based facility. Plans are afoot to install
a Dried Distillers Grains and Soluble (DDGS) facility for the Grain
Spirit plant and to retrofit the 100 Kilo Litres Per Day (KLPD) primary
distillery plant from atmospheric pressure to multi pressure to improve
quality and recoveries.
The expansion would not only enable the Company to substantially
increase the revenue, but also to meet the increased demand of Extra
Neutral Alcohol (ENA) by United Spirits Limited, holding company of the
Company.
While the Company continues to be a significant player in the ENA
market, it continuously endeavors to make special efforts to tap new
markets, apart from traditional markets. The Company sees a very good
potential for growth in all the products in the coming years.
In view of further expansion plans / programme and diversification into
value added products, your Company expects to report growth in the
turnover and profitability in future.
EROSION OF ENTIRE NET WORTH
As reported last year, consequent upon the erosion of your Company''s
entire net worth, a reference has been made to the Board for Industrial
and Financial Reconstruction (BIFR) pursuant to Section 15 of Sick
Industrial Companies (Special Provisions) Act, 1985 (SICA) and the same
has been registered with the BIFR. The BIFR, by order pronounced on
February 8, 2014, has appointed the IDBI Bank Limited to conduct a
Special Investigative Audit (SIA) as per the provisions of section
16(2) of SICA. The IDBI Bank Limited has appointed M/s.Dagliya& Company
on April 25, 2014 to conduct the SIA ordered by BIFR and the SIA is in
process.
OPEN OFFER TO THE PUBLIC SHAREHOLDERS OF THE COMPANY
During the year under review, Relay B.V. (as Acquirer) along with
Diageo plc and United Spirits Limited (as persons acting in concert)
has made an Open Offer, pursuant to Regulations 3(1), 4 and 5 of the
Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 to the public shareholders of
the Company to acquire up to 2,466,168 equity shares, representing
18.42% of the current paid up capital of the Company at a cash price of
Rs.64.02 per equity share. The total equity shares validly tendered by
the public shareholders were 639,185 equity shares constituting 4.77%
of the equity shares, which were acquired by United Spirits Limited.
Consequently, the share holding of United Spirits Limited in the
Company increased from 81.58% to 86.35%
MINIMUM PUBLIC SHAREHOLDING
Your Company is listed on BSE Limited, National Stock Exchange of India
Limited and Pune Stock Exchange Limited. As per the listing
requirements, your Company should have a minimum public
shareholding of 25%. Your promoters are exploring the various
possibilities of bringing down their shareholding from 86.35% to 75%
before September 25, 2014.
DEPOSITORY SYSTEM
The trading in the equity shares of your Company is under compulsory
dematerialization mode. As on August 01, 2014, equity shares
representing 92.32% of the equity share capital are in
dematerialization form. As the depository system offers numerous
advantages, members are requested to take advantage of the same and
avail of the facility of dematerialization of the Company''s shares.
DIRECTORS
As per the provisions of the Companies Act, 2013, Mr. PA. Murali,
Director retires by rotation and being eligible, offers himself for
re-appointment.
Mr. M.R. Doraiswamy Iyengar and Mr. CL. Jain, who were appointed as
Directors of the Company liable for retirement by rotation under the
Companies Act, 1956, in respect of whom the Company has received
notices in writing from members proposing their candidature for the
office of Director, are proposed to be appointed as Independent
Directors not liable to retire by rotation, for 2 years from September
26, 2014 to September 25, 2016 pursuant to the provisions of Section
149 read with Schedule IV and other applicable provisions, if any, of
the Companies Act, 2013.
As per declarations received, none of the Directors of the Company is
disqualified to be appointed as a Director of any Public Limited
Company in terms of Section 274(1)(g) of the Companies Act, 1956/
Section 164(2) of the Companies Act, 2013.
AUDITORS
M/s. Lodha & Co, Chartered Accountants, the Auditors of your Company,
hold office till the conclusion of the forthcoming Annual General
Meeting ("AGM") of the Company and have given their consent for
re-appointment. Pursuant to provisions of Section 139(2) of the
Companies Act, 2013 read with Companies (Audit and Auditors) Rules
2014, M/s. Lodha & Co are eligible for appointment as Auditors for a
further period of two consecutive years. Your Company has received a
written confirmation from M/s. Lodha & Co, Chartered Accountants to the
effect that their appointment, if made, would satisfy the criteria
provided in Section 141 of the Companies Act, 2013 for their
appointment. The Board recommends the re-appointment of M/s. Lodha &
Co, Chartered Accountants as the Auditors of the Company from the
conclusion of the ensuing AGM till the conclusion of the 23 rd AGM
subject to the remuneration as may be recommended by the Audit
Committee in consultation with the Auditors.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance is annexed separately as part of
this report along with a certificate of compliance from Auditors.
Necessary requirements of obtaining certifications/declarations in
terms of Clause 49 of the listing agreement with the stock exchanges
have been complied with.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report is annexed and
forms an integral part of the Annual Report.
FIXED DEPOSITS
The Company has not accepted any deposits from public during the year.
LISTING OF EQUITY SHARES OF THE COMPANY
The Equity Shares of your Company continue to be listed with BSE
Limited, National Stock Exchange of India Limited and Pune Stock
Exchange Limited. The Annual Listing fees for the year 2014-15 have
been paid to these Stock Exchanges.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
As on date, no amount of dividend has remained unclaimed and unpaid for
more than 7 years, which are required to be transferred to the Investor
Education and Protection Fund, pursuant to the provisions of Section
205A (5) and 205C of the Companies Act, 1956.
Necessary compliance under Rule 3 of the Investor Education and
Protection Fund (Uploading of information regarding unpaid and
unclaimed amounts lying with companies) Rules, 2012 have been followed.
HUMAN RESOURCES
The Company has no employee in respect of whom Statement under 217 (2A)
of the Companies Act, 1956, is required to be annexed.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
In accordance with the provisions of Section 217(1)(e) of the Companies
Act, 1956, read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the required information
relating to Conservation of Energy, Technology Absorption and Foreign
Exchange earnings and outgo is annexed.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the Section 217(2AA) of the Companies, Act, 1956, in
relation to financial statements for year 2013-14, the Board of
Directors reports that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) accounting policies have been selected and applied consistently
and that the judgments and estimates made are reasonable and prudent so
as to give a true and fair view of the state of I affairs of the
Company as at the end of the financial year and of the loss of the
Company for the year ended March 31, 2014;
(iii) proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of I the Company and
for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
continued support from employees, shareholders, customers, suppliers,
Banks, Government of Maharashtra and other business associates.
By Authority of the Board
Bangalore PA. MURALI
August 08, 2014 Chairman
Mar 31, 2013
The Directors have pleasure in presenting the Annual Report of your
Company and the audited accounts for the year ended March 31, 2013.
FINANCIAL RESULTS
The Summary of Financial Performance of the Company for the year
2012-13 is as under:
(Rs. in Lakhs)
Particulars 2012-13 2011-12
Net Sales 10362.99 10445.25
Add: Other income 2.35 1.25
Add: Increase / (Decrease )
in stocks 722.78 (233.44)
Total Income 11088.12 10213.06
Less: Expenditure 11861.67 10520.13
Profit / (Loss) before
depreciation, interest and tax (773.55) (307.07)
Less: Interest 1030.44 1292.36
Less: Depreciation 927.34 930.93
Profit / (Loss) before Tax (2731.33) (2530.36)
Provision for Taxation :
- Tax relating to earlier
years 54.43
Profit / (Loss) after Tax (2785.76) (2530.36)
Add: Balance brought
forward from previous year (3752.37) (1401.06)
Balance carried to
Balance Sheet (6538.13) (3931.42)
DIVIDEND
In view of Loss, your Directors do not recommend any Dividend on the
equity shares of the Company.
PERFORMANCE OF THE COMPANY
The Company has registered a Turnover of Rs.10362.99 Lakhs for the
financial year ended March 31, 2013. The Loss before Tax of your
Company during the financial year amounted to Rs.2731.33 Lakhs.
The Company has incurred losses mainly due to higher Input Cost and non
availability of good quality Molasses.
PROSPECTS
Keeping in view the emerging demand for Grain Based Alcohol, the
Company has installed Grain Based facility. Plans are afoot to install
a Dried Distillers Grains and Solubles (DDGS) facility for the Grain
Spirit plant and to retrofit the 100 KLPD primary distillery plant from
atmospheric pressure to multi pressure to improve quality and
recoveries.
The expansion would enable the Company to substantially increase the
revenue.
In view of further expansion plans / programmes and diversification
into value added products, your Company expects to report growth in the
turnover and profitability in future.
EROSION OF ENTIRE NET WORTH
As reported last year, consequent upon the erosion of your Company''s
entire net worth, a reference has been made to the Board for Industrial
and Financial Reconstruction (BIFR) pursuant to Section 15 of Sick
Industrial Companies (Special Provisions) Act, 1985 and the same has
been registered with the BIFR.
DISINVESTMENT
United Spirits Limited (USL), holding company / promoters of the
Company has divested 55,100 equity shares (0.41%) of the Company on
October 23, 2012 through ÂOffer for Sale'' through Stock Exchange
mechanism and with this promoters holding has come down from 81.99 % to
81.58 %. Your promoters are exploring the various possibilities of
bringing down their holding to 75%.
DEPOSITORY SYSTEM
The trading in the equity shares of your Company is under compulsory
dematerialization mode. As on May 03, 2013 equity shares representing
91.91 % of the equity share capital are in dematerialization form. As
the depository system offers numerous advantages, members are requested
to take advantage of the same and avail of the facility of
dematerialization of the Company''s shares.
MEGA PROJECT STATUS
Your Company has been granted Mega Project status under Package Scheme
of Incentives (PSI), 2007 by the State Government of Maharashtra vide
their letter dated February 11, 2013 for the proposed expansion of Malt
Spirit plant capacity from 12 Kilo Litres Per Day (KLPD) / 36.0 Lac
Bulk Litres (BLS) per annum to 24 KLPD / 72.0 BLS per annum, bottling
plant capacity of Indian Made Foreign Liquor (IMFL) from 0.6 Lac cases
per month / 7.2 Lac cases per annum to 4.0 Lac cases per month / 48.0
Lac cases per annum and Extra Neutral Alcohol 160 KLPD / 480.0 Lac BLS
per annum at the existing factory site at Balapur (V), Dharmabad,
Nanded, Maharashtra. Your Company, therefore, is eligible for various
incentives under PSI, 2007, inter alia, i). electricity duty exemption
for a period of 15 years from the date of commencement of commercial
production. ii). Industrial Promotion Subsidy (IPS) equivalent to 100%
of eligible investments under PSI, 2007 made with in a period of 5
years from October 19, 2012.
DIRECTORS
Mr. S.G Ruparel ceased to be a Director with effect from February 11,
2013 on his demise. The Board of Directors express their profound grief
and sorrow on the demise of Mr. S.G. Ruparel and place on record their
deep appreciation of his valuable contribution during his tenure as a
Director of your Company.
Mr. CL. Jain was appointed as an Additional Director on March 21, 2013
and will hold office in terms of Section 260 of the Companies Act, 1956
up to the date of the ensuing Annual General Meeting.
A Notice in writing has been received by your Company from a member
signifying his intention to propose the appointment of Mr. C.L Jain as
a Director at the ensuing Annual General Meeting.
Mr. Ashok Capoor, retire by rotation and being eligible, offers himself
for re-appointment.
As per declarations received, none of the Directors of the Company is
disqualified to be appointed as a Director of any Public Limited
Company in terms of Section 274 (1) (g) of the Companies Act, 1956.
AUDITORS
M/s. Lodha & Co., Chartered Accountants, the retiring Auditors, are
eligible for re-appointment at the ensuing Annual General Meeting and
it is necessary to fix their remuneration.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance is annexed separately as part of
this report along with a certificate of compliance from Auditors.
Necessary requirements of obtaining certifications / declarations in
terms of Clause 49 of the listing agreement with the stock exchanges
have been complied with.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report is annexed and
forms an integral part of the Annual Report.
FIXED DEPOSITS
The Company has not accepted any deposits from public during the year.
LISTING OF EQUITY SHARES OF THE COMPANY
The Equity Shares of your Company continue to be listed with BSE
Limited, National Stock Exchange of India Limited and Pune Stock
Exchange Limited. The Annual Listing fees for the year 2013-14 have
been paid to these Stock Exchanges.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
As on date, no amount of dividend has remained unclaimed and unpaid for
more than 7 years, which are required to be transferred to the Investor
Education and Protection Fund, pursuant to the provisions of Section
205A (5) and 205C of the Companies Act, 1956.
HUMAN RESOURCES
The Company has no employee in respect of whom Statement under 217 (2A)
of the Companies Act, 1956, is required to be annexed.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
In accordance with the provisions of Section 217 (1) (e) of the
Companies Act, 1956, read with Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, the required
information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange earnings and outgo is annexed.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the Section 217 (2AA) of the Companies, Act, 1956, in
relation to financial statements for year 2012-13, the Board of
Directors reports that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) accounting policies have been selected and applied consistently
and that the judgments 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 the end of the financial year and of the loss of the Company for
the year ended March 31, 2013;
(iii) proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
continued support from employees, shareholders, customers, suppliers,
banks, Government of Maharashtra and other business associates.
By Authority of Board
Bangalore P.A. MURALI
May 09, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Annual Report of your
Company and the audited accounts for the year ended March 31, 2012.
FINANCIAL RESULTS
The Summary of Financial Performance of the Company for the year
2011-12 is as under:
(Rs. in Lakhs)
Particulars 2011-12 2010-11
Net Sales 10445.25 5355.13
Add: Other income 1.25 213.79
Add: Increase / (Decrease )
in stocks (233.44) (1174.14)
Total Income 10213.06 4394.78
Less: Expenditure 10520.13 6116.01
Profit / (Loss) before
depreciation, interest and tax (307.07) (1721.23)
Less: Interest 1292.36 479.60
Less: Depreciation 930.93 485.88
Profit / (Loss) before Tax (2530.36) (2686.71)
Provision for Taxation :
- Current Tax - 9.36
- Deferred Tax - 224.12
Profit / (Loss) after Tax (2530.36) (2920.19)
Add: Balance brought forward
from previous year (1401.06) 1587.38
APPROPRIATIONS:
- Preference Shares Redemption
Premium - 68.25
Balance carried to
Balance Sheet (3931.42) (1401.06)
DIVIDEND
In view of Loss, your Directors do not recommend any Dividend on the
equity shares of the Company.
PERFORMANCE OF THE COMPANY
The Company has registered a Turnover of Rs. 10446.50 Lakhs for the
financial year ended March 31, 2012. The Loss before Tax of your
Company during the financial year amounted to Rs. 2530.36 Lakhs.
The Company has incurred losses mainly due to higher Input Costs and
Interest Cost.
PROSPECTS
Keeping in view the emerging demand for Grain Based Alcohol, the
Company has already installed Grain Based facility. Plans are afoot to
install a fresh production facility for Malt Spirit shortly. The
Company also proposes to set up an Indian Made Foreign Liquor (IMFL)
Bottling plant. Both these facilities will come on stream during the
fiscal 2012-13.
The expansion would enable the Company to substantially increase the
revenue.
In view of further expansion plans / programmes and diversification
into value added products, your Company expects to report growth in the
turnover and profitability in future.
EROSION OF ENTIRE NET WORTH
The accumulated losses as on March 31, 2012, as per the audited
accounts, have resulted in erosion of your Company's entire net
worth. However, the Directors are pleased to inform you that with the
acquisition of controlling interest in your Company by United Spirits
Limited (U SL), the market leader in the liquor industry, your Company
has already started expansion plans and diversification into bottling
of IMFL, which is expected to generate sufficient profits in the near
future, making your Company's net worth positive.
Applicable provisions of Sick Industrial Companies (Special Provisions)
Act, 1985 shall be complied with, as appropriate, after the annual
accounts have been approved by the Shareholders and stand finalized.
DEPOSITORY SYSTEM
The trading in the equity shares of your Company is under compulsory
dematerialization mode. As on May 18, 2012 equity shares representing
91.83 % of the equity share capital are in dematerialization form. As
the depository system offers numerous advantages, members are requested
to take advantage of the same and avail of the facility of
dematerialization of the Company's shares.
DIRECTORS
Mr. P.A. Murali, retires by rotation and being eligible, offers himself
for re-appointment.
As per declarations received, none of the Directors of the Company is
disqualified to be appointed as a Director of any Public Limited
Company in terms of Section 274 (1) (g) of the Companies Act, 1956.
AUDITORS
M/s. Lodha & Co., Chartered Accountants, the retiring Auditors, are
eligible for re-appointment at the ensuing Annual General Meeting and
it is necessary to fix their remuneration.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance is annexed separately as part of
this report along with a certificate of compliance from Auditors.
Necessary requirements of obtaining certifications / declarations in
terms of Clause 49 of the listing agreement with the stock exchanges
have been complied with.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report is annexed and
forms an integral part of the Annual Report.
FIXED DEPOSITS
The Company has not accepted any deposits from public during the year.
LISTING OF EQUITY SHARES OF THE COMPANY
The Equity Shares of your Company continue to be listed with Bombay
Stock Exchange Limited, National Stock Exchange of India Limited and
Pune Stock Exchange Limited. The Annual Listing fees for the year
2012-13 have been paid to these Stock Exchanges.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
As on date, no amount of dividend has remained unclaimed and unpaid for
more than 7 years, which are required to be transferred to the Investor
Education and Protection Fund, pursuant to the provisions of Section
205A (5) and 205C of the Companies Act, 1956.
HUMAN RESOURCES
The Company has no employee in respect of whom Statement under 217 (2A)
of the Companies Act, 1956, is required to be annexed.
CONSERVATION OF ENERGY, TECHNOLOGYAND FOREIGN EXCHANGE
In accordance with the provisions of Section 217 (1) (e) of the
Companies Act, 1956, read with Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, the required
information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange earnings and outgo is annexed.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the Section 217 (2AA) of the Companies, Act, 1956, in
relation to financial statements for year 2011-12, the Board of
Directors reports that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) accounting policies have been selected and applied consistently
and that the judgments 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 the end of the financial year and of the loss of the Company for
the year ended March 31, 2012;
(iii) proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
continued support from employees, shareholders, customers, suppliers,
banks, Government of Maharashtra and other business associates.
By Authority of Board
Bangalore P.A. MURALI
May 24, 2012 Chairman
Mar 31, 2010
The Directors are pleased to present your Companys Seventeenth Annual
Report together with the Audited Statement of Accounts for the year
ended March 31st, 2010.
Financial Results
The Summary of Financial Results of your Company for the year 2009-10
is as under:
(Rs. in lakhs)
Particulars 2009-10 2008-09
Gross Sales 4845.30 8031.67
Net Sales 4658.45 7595.92
Add: Other income 93.99 70.15
Add: Increase in stocks 1115.81 276.77
Total Income 5868.25 7942.84
Less: Expenditure 4387.91 6304.55
Profit before depreciation, interest and tax 1480.34 1638.29
Less: Interest 293.54 212.56
Less: Depreciation 386.72 355.40
Less: Preliminary Expenses Written Off 4.80 4.80
Profit/Loss before Tax 795.28 1065.53
Add: Exceptional Items (MAT credit adjustment) 33.96 162.05
Provision for Taxation :
Current Tax 126.40 283.44
Fringe Benefit Tax 0 4.53
Deferred Tax 133.33 152.86
Income Tax 2005-06 0 0.92
Profit After Tax 569.51 785.82
Less: Extraordinary Item 250.98 0
Profit After Extraordinary Item 318.53 785.82
Add: Balance brought forward from previous year 1607.84 1181.29
APPROPRIATIONS:
1. Equity Dividend 126.48 235.16
2. Preference Dividend 10.69 11.75
3. Dividend Distribution Tax 23.31 41.96
4. Transfer to General Reserve 0 70.40
5. Transfer to Capital Redemption Reserve 170.00 0
6. Preference Shares Redemption Premium 8.50 0
Balance carried to Balance Sheet 1587.39 1607.84
Operations
Your Company has registered a Turnover (Gross Sales) of Rs. 4845.30
Lakhs (Net Sales of Rs. 4658.45 Lakhs) for the financial year ended
March 31st, 2010. The Profit Before Tax of your Company during the
financial year amounted to Rs. 795.28 Lakhs.
Dividend
Your Directors have recommended a dividend of Rs. 1.00 per Equity Share
(10 percent) aggregating to Rs. 126.48 Lakhs to the Equity Shareholders
of the Company for the financial year ended the 31st March 2010,
subject to the approval of the Shareholders at the ensuing Annual
General Meeting.
The Directors have recommended a dividend @ 5% on 23,50,000 5%
Cumulative Redeemable Preference Shares of Rs.10/- each for the year
ended the 31st March, 2010 amounting to Rs.10.69 Lakhs to the
Preference Shareholders of the Company.
The total Dividend distribution tax is Rs.23.31 Lakhs.
Changes in Share Capital Structure
i) During the financial year 2009-10, 16,00,000 equity convertible
warrants of Rs.10/- each were issued at a premium of Rs.26.10/- per
warrant on 30th July 2009 on preferential basis to the promoters & non
promoters of the Company, which will be converted into equity shares
within 18 months from the date of allotment.
ii) Out of the 16,00,000 equity convertible warrants of Rs.10/- each
issued at a premium of Rs.26.10/- per warrant on 30th July 2009,
8,00,000 equity convertible warrants were converted into 8,00,000
Equity Shares of Rs.10/- each on 10th December 2009 resulting in
increase in the paid-up capital of the Company from Rs. 11,78,82,000/-
to Rs.12,58,82,000/-.
iii) On 24th July 2010, remaining 8,00,000 convertible warrants of
Rs.10/- each issued at a premium of Rs.26.10/- per warrant were
converted into 8,00,000 Equity Shares of Rs. 10/- each, resulting in
increase in the paid-up capital of the Company from Rs. 12,58,82,000/ -
to Rs. 13,38,82,000/-.
Redemption of 5% Redeemable Preference Shares
The Company had issued 5% Redeemable Preference Shares to Financial
Institutions viz, Industrial Development Bank of India (IDBI)
(17,00,000 shares) and Life Insurance Corporation of India Limited
(LIC) (6,50,000 shares). During the financial year 2009-10, the Company
had redeemed 5% Redeemable Preference Shares issued to IDBI. On
23-07-2010, the Company had redeemed 5% Redeemable Preference Shares
issued to LIC.
Expansion Activity
The 60KLPD Grain Based Alcohol Facility will commence its production of
Alcohol in the month of October 2010, which utilizes grains such as
maize, jowar and broken rice as raw material. This expansion would not
only enable the company to substantially increase its revenue, but also
enhance its share in the niche markets for grain based alcohol. Due to
the economies of scale, the Company would acquire a better bargaining
power resulting in the improved profit margins. Steps have also been
initiated to procure Licenses for Barley Malt Spirit facility and
Bottling Plant.
Board of Directors
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Sri L Venkateswara Rao and Sri C V
Kamalaker retire by rotation at the ensuing Annual General Meeting and,
being eligible, offer themselves for re-appointment.
Statutory Auditors
M/s Alapati Vadde & Co, Chartered Accountants, the Statutory Auditors
of the Company has expressed their inability for reappointment as
Statutory Auditors of the Company, since they have not received the
Peer Review Certificate as required by SEBI requirements. The Company
has received a letter from M/s N G Rao & Associates, Chartered
Accountants that their appointment, if made, would be within the
prescribed limits under Section 224(1B) of the Companies Act, 1956.
Accordingly, the proposal for their appointment has been placed for the
approval of Members at the ensuing Annual General Meeting as they have
submitted Peer Review Certificate.
Fixed Deposits:
The Company has not accepted nor invited any Deposits from the public
during the year and hence no deposit is due for repayment as on 31st
March, 2010.
Compliance with Corporate Governance Voluntary Guidelines 2009
During the year, the Ministry of Corporate Affairs, Government of
India, published the Corporate Governance Voluntary Guidelines 2009.
These Guidelines have been published keeping in view the objective of
encouraging the use of better practices through voluntary adoption,
which not only serves as a benchmark for the corporate sector but also
helps them in achieving the highest standard of corporate governance.
These guidelines provide corporate India a framework to govern
themselves voluntarily as per the highest standards of ethical and
responsible conduct of business. The Ministry hopes that adoption of
these guidelines will also translate into a much higher level of
stakeholders confidence, which is crucial to ensure the long-term
sustainability and value generation by business. The guidelines broadly
focuses on areas such as Board of Directors, responsibilities of the
Board, audit committee functions, roles and responsibilities,
appointment of auditors, Compliance with Secretarial Standards and a
mechanism for whistle blower policy.
Directors Responsibility Statement
Pursuant to the Section 217(2AA) of the Companies, Act, 1956, your
Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
(ii) the accounting policies are in line with those generally accepted
and have consistently been followed and the judgments and estimates
made are 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 for the year under review.
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) the Annual Accounts of the Company have been prepared on a going
concern basis.
Disclosure as per the Listing Agreement
The Equity Shares of the Company got listed on the National Stock
Exchange Limited, Mumbai on June 15, 2010. Accordingly, the Companys
Equity Shares as on date are listed on:
The Bombay Stock Exchange Limited,
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai à 400001
The National Stock Exchange of India Limited,
Exchange Plaza, C-1,
G Block, Bandra-Kurla Complex,
Bandra (East), Mumbai à 400 051
The Pune Stock Exchange Limited,
Shivleela Chambers, 752, Sadashivpeth, R.B. Kumthekar Marg, Pune -
4110360
The annual listing fees for the above mentioned stock exchanges have
been paid.
Particulars of Employees
Information in accordance with sub-section (2A) of Section 217 of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, is set out in Annexure Ã1 to this Report.
Conservation of Energy, Technology and Foreign Exchange Energy
conservation is a focus area for the Company from the angles of both
cost control and social responsibility. A report in respect of
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo as required under the provisions of Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is set out as Annexure - 2 to this Report.
Corporate Governance Report
A detailed Report on Corporate Governance is set out in Annexure à 3 to
this Report. A certificate from the Statutory Auditors of the Company
confirming compliance of the Corporate Governance is appended to the
Report on Corporate Governance.
Management Discussion and Analysis Report
The Management Discussion and Analysis report is annexed to this report
as Annexure-4.
Acknowledgements
Your Directors take this opportunity to acknowledge with deep
appreciation the co- operation and support received from the Financial
Institutions and Bankers and look forward for their continuous
assistance and support to the Company. We also convey our sincere
thanks and gratitude to all our customers, suppliers, auditors,
shareholders and the concerned government departments for their
continued support to your Company. Your Directors wish to place on
record their appreciation for the dedication of all the executives,
staff and workers of the Company.
For and on behalf of the Board of Directors
K. SUDHIR RAO K. SUHAN RAO
Vice Chairman Managing Director
Place: Hyderabad
Date: 28th August 2010