Mar 31, 2015
Dear Members,
Your Directors have pleasure in presenting their 13th Annual Report on
the business and operations of the Company and the audited financial
statements for the financial year ended March 31, 2015.
1. Financial Summary /Performance of the Company
The financial performance of the Company for the Financial Year ended
March 31, 2015 is summarized below:
(Rs. in Lakhs except EPS)
Financial Year Financial Year
Ended 31st Ended 31st
March,2015 March,2014
Total Income 6265.63 6906.12
Profit before Depreciation and Tax (194.92) (2096.20)
Less : Depreciation 563.68 439.45
Net Profit before Tax (758.60) (2535.64)
Less : Provision for Current Tax Nil Nil
Net Profit before Deferred Tax (758.60) (2535.64)
Less/(Add): Deferred Tax 91.52 Nil
Net Profit after Deferred Tax (850.12) (2535.64)
Add : Balance B/fd from Previous (21779.07) 7270.48
Year
Total Profit available for (22629.20) (21779.07)
Appropriation
Appropriation
Balance carried to Balance Sheet (22629.20) (21779.07)
Earnings Per Share
* Basic (1.13) (40.91)
* Diluted (1.13) (40.91)
2. Dividend
In view of current year loss, your Directors regret their inability to
recommend any dividend for the financial year under review.
3. Reserves
In view of current year loss, your Directors regret their inability to
carry forward any amount as reserves for the financial year under
review.
4. Brief description of the Company's working during the year/State of
Company's affair
The net income of the company decreased by 9.27% i.e. from Rs.
69,06,11,946/- in the Financial year
2013- 14 to Rs.62,65,63,745/- in the Financial year
2014- 15. The net loss before tax decreased by 70.08% from Rs.
25,35,64,876/- in Financial Year 2013-14 to Rs. 7,58,59,930/- in
2014-15.
As a result of the above stated financial performance, the EPS has
increased from Rs. (40.91) in the financial year 2013-14 to Rs. (1.13)
in 2014-15.
5. Change in the nature of business, if any
There is no change in the nature of business as compared to immediately
preceding years.
6. Material changes and commitments occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
There was no material changes occurred subsequent to the close of the
financial year of the Company to which the balance sheet relates and
the date of the report.
7. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future
1. The Board of Directors of the Company at their meeting held on May
29, 2014 had approved the audited financial accounts for the year March
31, 2014. The Company had incurred major losses and the net-worth of
the Company has been totally eroded. Further, looking at the financial
position of the Company the Board of Directors of the Company at their
meeting held on June 6, 2014 has decided to refer the Company to the
Board of BIFR and the application to the BIFR Board was submitted on
June 9, 2014. The Board of BIFR has accepted the application of the
Company and the case has been registered u/s.15 (1) of the Sick
Companies (Special Provisions) Act, 1985 with Board as case no. 8/2015
vide order dated 12th January 2015.
2. Further, during the year, Company has received Notices from Company
Law Board (CLB) and Registrar of Companies (ROC), Mumbai, Maharashtra,
in relation to default made by the Company in repayment of principal
amount and interest accrued to the deposit holders on public deposit
taken by the Company in terms of Section 58A of the Companies Act,
1956. In this regards, prosecution has been launched against the
Company, for which suitable representations and replies have been given
by the Company.
8. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The Company has an Internal Control Systems in place which ensures that
all assets are protected against loss from unauthorized use and all
transactions are recorded and reported correctly. The Board has adopted
the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies,
the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial disclosures.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiaries, Joint Ventures during the year under
review. However, the Company have associate concerns namely M/s. Raj
Oil Mills and M/s. Raj Builders.
10. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement:
There is no transaction made with these concerns during the year hence
no consolidation has made.
11. Fixed Deposits:
The details relating to deposits, covered under Chapter V of the Act
are stated below:
(a) During the financial year under review the Company has not accepted
any fresh deposits.
(b) During the year under review, the unpaid / unclaimed amount
(including interest and principal) as at the end of the year stands at
Rs.6.84 Crores.
(c) During the year under review, the Company has made default in
payment of principal amount and interest accrued to the deposit holders
from the Public Deposit taken by the Company. In this regard, the
Company has received notice from the Company law Board and the
Registrar of Companies for which suitable representations and replies
have been made by the Company.
12. Statutory Auditors
You are requested to appoint Auditors for the current year and to
authorize the Board to fix their remuneration. The retiring auditors,
M/s. B. M. Gattani & Co, Chartered Accountants, are eligible for
reappointment. A certificate from the Auditors has been received to the
effect that their reappointment, if made, would be within the limits
prescribed under Section 139 of the Companies Act, 2013.
M/s. B. M. Gattani & Co. are proposed to be re- appointed as Auditors,
to hold office up-to the conclusion of the 15th Annual General Meeting.
Pursuant to the provisions of Companies (Audit and Auditors) Rules,
2014, M/s. B. M. Gattani & Co., Chartered Accountants have certified
that:
a. They are eligible for appointment and are not disqualified for
appointment under the Companies Act, 2013, the Chartered Accountants
Act, 1949 and rules/regulations made thereunder;
b. The proposed appointment is as per the term provided under the
Companies Act, 2013;
c. The proposed appointment is within the limits laid down by or under
the authority of the Companies Act, 2013;
d. There are no proceedings against the audit firm or proprietor of
the audit firm pending with respect to professional matters of conduct.
The Board of Directors recommends to the shareholders the appointment
of M/s. B. M. Gattani & Co., Chartered Accountants, as Statutory
Auditors of the Company.
13. Auditors' Report
Observations and explanations made in the annexure to the Auditors'
Report are self explanatory and therefore do not call for any further
comments under the provisions of the Companies Act, 2013 and hence do
not call for any further information and explanation under Section 134
of the Companies Act, 2013
14. Share Capital
At present, the Company has only one class of shares, viz. Equity
Shares of Rs.10 each. During the year the Company has allotted shares
upon conversion of warrants as detailed below:
Conversion Of Warrants
a) The Board of Directors at their meeting held on May 5, 2014 have
converted 39,33,330 warrants out of 2,00,00,000 warrants allotted to
Non- Promoters (Person Acting in Concert) into equity shares of Rs.
10/- each. The relevant Form PAS - 3 for allotment of 39,33,330 Equity
Shares has been filed to the Registrar of Companies, Maharashtra,
Mumbai.
b) Forfeiture Of Warrants
The Board of Directors at their meeting held on May 5, 2014 have
forfeited 1,60,66,670 warrants due to non-payment of pending warrant
call money. There are no pending warrants due for conversion into
equity shares of the company.
15. Extract of the annual return
The extract of the Annual Return in Form No. MGT - 9 forms part of the
Board's Report and the same is provided as "Annexure I".
16. Conservation of energy, technology absorption and foreign exchange
earnings and outgos are as follows:
The relevant particulars regarding the above are given in "Annexure
III" and forms part of this report.
17. Corporate Social Responsibility (CSR)
Social Welfare Activities has been an integral part of the Company since
inception. The Company is committed to fulfill its social responsibility
as a good corporate citizen. The Companies Act, 2013, pursuant to the
provision of Section 135, has laid down the requirement for constitution
of Corporate Social Responsibility Committee, which shall be responsible
for laying down the CSR Policy, to a certain class or classes of
Companies. However, our Company does not fall under the requisite
criteria and thus the compliance with the relevant provisions of the
Companies Act, 2013 are not applicable.
18. Directors:
(A) Changes in Directors and Key Managerial Personnel
There are no changes in the Directors & KMP of the Company during the
year under review. However, during the year company has appointed Ms.
Saryu Chimanlal Vora w.e.f. 31st March, 2015 as Non-Executive
Independent Women Director.
(B) Declaration by an Independent Director(s) and re- appointment, if
any
Declaration by an Independent Di recto r(s) that she meets the criteria
of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 is enclosed.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company and shall not be eligible
for reappointment for next five years on passing of a special
resolution by the Company
Formal Annual Evaluation
The Board is having a policy of formal annual evaluation and the manner
in which formal annual evaluation has been made by the Board of its own
performance and that of its committees and individual directors.
19. Number of meetings of the Board of Directors
The board shall meet at least four times in a year, with a maximum time
gap of four months between any two meetings. The Company holds regular
Board Meetings.
During the year under review 10(Ten) Meetings of the Board of Directors
of Raj Oil Mills Limited were held during the Financial Year 2014-2015
on the following dates: May 5,2014, May 29, 2014, 6th June,2014, August
14, 2014, November 14, 2014, December 12, 2014, January 22, 2015,
February 1, 2015, February 13,2015 and 31st March,2015.
Name of the Director No. of Meetings No. of Meeting
held attended
Shaukat S. Tharadra 10 10
Azamkhan F. Lohani 10 10
Abdulla K. Musla 10 10
Rashid I. Tharadra 10 10
Mohammedi T. Singaporewala* 10 NIL
Balasubramanya H. Rudrapatna 10 NIL
Saryu Vora 10 NIL
* MohammediT. Singaporewala has resigned from the directorship
of the Company w.e.f. May 3, 2014.
** Saryu Vora has been appointed as Non-Executive Independent
Women Director of the Company w.e.f. March 31, 2015
20. Audit Committee
The Board of Directors has constituted and re- constituted from time to
time Audit Committee commensurate with the requirements of Section 177
of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Details of Composition of Audit Committee and dates and attendance at
the Audit Committee Meeting are provided in detail in the "Corporate
Governance Report" section of the Annual Report.
21. Details of establishment of vigil mechanism for directors and
employees
The Board of Directors of the Raj Oil Mills Limited is committed to
maintain the highest standard of honesty, openness and accountability
and recognize that employees have important role to play in achieving
the goal.
The Company's Vigil Mechanism Policy encourages Directors and employees
to bring to the Company's attention, instances of unethical behavior
and actual or suspected incidents of fraud or violation of the conduct
that could adversely impact the Company's operations, business
performance and / or reputation. The Policy provides that the Company
investigates such incidents, when reported, in an impartial manner and
takes appropriate action to ensure that the requisite standards of
professional and ethical conduct are always upheld. It is the Company's
Policy to ensure that no employee is victimized or harassed for
bringing such incidents to the attention of the Company. The practice
of the Vigil Mechanism Policy is overseen by the Board of Directors and
no employee has been denied access to the Committee. The Vigil
Mechanism Policy is available on the Company's website
www.rajoilmillsltd.com
22. Nomination and Remuneration Committee
The Board of Directors of the Company have constituted the Remuneration
Committee to determine Company's Remuneration Policy, appoint Executive
Directors and Senior Employees, having regard to performance standards
and existing industry practice, to approve grant of Employees Stock
Option, if any, and to administer and superintend the same,
recommending remuneration package, if any to all Directors as per the
requirements of the Clause 49 of the Listing Agreement for Corporate
Governance. Details of Composition of Nomination and Remuneration
Committee and dates and attendance at the Nomination and Remuneration
Committee Meeting are provided in detail in the "Corporate Governance
Report" section of the Annual Report.
23. Remuneration Policy:
The remuneration policy is directed towards rewarding performance,
based on review of achievements. It is aimed at attracting and
retaining high calibre talent. The remuneration policy is in
consonance with the existing practice in the Industry
Remuneration to Executive Directors:
The Whole Time Directors of the Company are not being paid any
remuneration for the year under review. There is no separate service
contract entered into by the Company with the Whole Time Directors, the
appointment and terms of employment are governed by the Articles of
Association of the Company and Resolution passed by the Shareholder of
the Company.
Remuneration to Non-Executive Directors:
The Non-Executive Directors of the Company do not draw any remuneration
from the Company.
24. Particulars of loans, guarantees or investments under Section 186
The particulars of loans, guarantees or investments under Section 186
of the Companies Act, 2013 are provided below:
Sr. Name of the Amount Key Purpose for
No. recipient (Rs. Terms & which the loan
Crore) Condi- or guarantee
tions or security is
proposed to be
utilized by the
recipient (to be
provided only for
loan or guarantee
or security)
1 AVVAL HOLDINGS P.LTD 0.005 N A Business
2 CHHAGAN MITHA 0.010 N A Business
3 CUPID HEALTH CARE 0.009 N A Business
4 DHARMIN DESAI 0.031 N A Business
5 K.G.KARKERA 0.001 N A Business
6 M.A. LOKHANDWALA 0.012 N A Business
7 LAND AT JAIPUR 0.006 N A Business
8 DEVENDRA KUMAR 0.01 N A Business
25. Particulars of contracts or arrangements with related parties:
There are no materially significant related party transactions during
the year. The details of transactions with related parties have been
mentioned in notes to accounts point no. 24 the Accounts in the Annual
Report. The details of contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto are disclosed in Form No. AOC
-2 and the same is marked as "Annexure IV"
26. Secretarial Audit Report
Mr. Amit R. Dadheech, Company Secretaries, was appointed as Secretarial
Auditors of the Company for the financial year 2014-15 Pursuant to
Section 204 of the Companies Act, 2013. The Secretarial Audit Report
submitted by them in the prescribed Form MR- 3 is attached as "Annexure
II" and forms part of this report.
The explanations or comments on every qualification, reservation or
adverse remark or disclaimer made by the company secretary in practice
in the secretarial audit report are self explanatory and not required
any further explanations.
27. Risk management policy
The Company, like any other enterprise, is exposed to business risk
which can be an internal risks as well as external risks. Any
unexpected changes in regulatory framework pertaining to fiscal
benefits and other related issue can affect our operations and
profitability. However the Company is well aware of the above risks and
as part of business strategy has formulated a Risk Management Policy.
The Risk Policy approved by the Board, clearly lays down the roles and
responsibilities of the various functions in relation to risk
management covering a range of responsibilities, from the strategic to
the operational. These role definitions, inter alia, provide the
foundation for your Company's Risk Management Policy and Framework that
is endorsed by the Board and is aimed at ensuring formulation of
appropriate risk management procedures, their effective implementation
across the Company and independent monitoring and reporting by Internal
Audit. Backed by strong internal control systems, the Company is in the
process of implementing the current Risk Management Framework that
consists of the following key elements:
* The Corporate Risk Management policy facilitates the identification
and prioritization of strategic and operational risks, development of
appropriate mitigation strategies and conducts periodic reviews of the
progress on the management of identified risks
* A combination of risk policy and unit wise evolved procedures brings
robustness to the process of ensuring that business risks are
effectively addressed.
* Appropriate structures are in place to proactively monitor and manage
the inherent risks in businesses with unique / relatively high risk
profiles.
* The periodical planning exercise requires all units to clearly
identify their top risks and set out a mitigation plan with agreed
timelines and accountability. Top Management and Unit heads confirm
periodically that all relevant risks have been identified assessed,
evaluated and that appropriate mitigation systems have been
implemented.
The combination of policies and processes as outlined above is expected
to adequately address the various risks associated with your Company's
businesses.
28. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
thatÂ
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the appropriated accounting policies has been selected and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company for the year ended 31st March,2015 and of the Loss of
the company for that period;
(c) the proper and sufficient care has been taken 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;
(d) the annual accounts have been prepared on a going concern basis;
(e) the proper internal financial controls have been laid down to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
(e) the proper systems has been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
29. Disclosure as required under Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to provide a protective environment at
workplace for all its women employees. To ensure that every woman
employee is treated with dignity and respect and as mandated under "The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013"the Company has in place a formal policy for
prevention of sexual harassment of its women employees.
The following is the summary of sexual harassment complaints received
and disposed off during the current financial year.
Number of Complaints received : NIL Number of Complaints disposed off :
NIL
30. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to survive during this hardship.
By Order of the Board of Directors
For Raj Oil Mills Limited
Sd/-
Shaukat S. Tharadra
Date: September 4, 2015 Chairman & Managing Director
Place: Mumbai DIN: 01598234
Mar 31, 2014
To The Members,
RAJ OIL MILLS LIMITED
We are pleased to present the 12th Annual Report together with the
audited statements of accounts of the Company for the financial year
ended March 31, 2014.
FINANCIAL RESULTS
The financial performance of the Company for the Financial Year ended
March 31, 2014 is summarized below:
(Rs. in Lakhs except EPS)
Financial Year Financial Year
Ended Ended
March 31, 2014 March 31, 2013
Total Income 6906.12 12848.40
Profit before Depreciation and Tax (2096.20) (1353.16)
Less : Depreciation 439.45 443.64
Net Profit before Tax (2535.64) (1796.80)
Less : Provision for Current Tax Nil Nil
Net Profit before Deferred Tax (2535.64) (1796.80)
Less/(Add): Deferred Tax Nil 275.63
Net Profit after Deferred Tax (2535.64) (2072.43)
Add : Balance b/f from Previous Year 7270.48 9342.91
Total Profit available for Appropriation (21779.07) 7270.48
Appropriation
Balance carried to Balance Sheet (21779.07) 7270.48
Earning Per Share
- Basic (40.91) (2.92)
- Diluted (40.91) (2.28)
OPERATIONS& OUTLOOK
The sales of the company decreased by 46% from Rs. 1,27,39,09,989 in
the financial year 2012-13 to Rs. 67,98,52,346 in 2013-14. The net
loss before tax increased by 41% from Rs.17,96,80,765 in financial year
2012-13 to Rs. 25,35,64,876 in 2013-14.
As a result of the above stated financial performance, the EPS has
decreased from Rs.(2.92) in the financial year 201 2-1 3 to Rs. (40.91)
in 2013-14.
SHARE CAPITAL
At present, the Company has only one class of shares, viz. Equity
Shares of Rs.10 each.
CONVERSION OF WARRANTS
The Board of Directors at their meeting held on May 5, 2014 have
converted 39,33,330 warrants into equity shares of Rs. 10/- each out of
2,00,00,000 warrants allotted to Non - Promoters (Person Acting in
Concert).
FORFEITURE OF WARRANTS
The Board of Directors at their meeting held on May 5, 2014 have
forfeited 1,60,66,670 warrants due to non-payment of pending warrant
call money. There are no pending warrants due for conversion into
equity shares of the company.
DIVIDEND
In view of current year loss, your Directors regret their inability to
recommend any dividend for the financial year under review.
FIXED DEPOSITS
During the year under review, the Company had defaulted in payment of
principal and interest amount due to the deposit holders before the due
date. In this regard the Company has also received notices from the
Company law Board and the Registrar of Companies for which suitable
representations and replies have been given.
During the financial year under review the Company has not accepted any
fresh deposits.
INTERNAL CONTROL SYSTEM
The Company has adequate Internal Control Systems which ensures that
all assets are protected against loss from unauthorized use and all
transactions are recorded and reported correctly. During the period
under review, your Company appointed Chartered Accountants, as Internal
Auditors of the Company.
DIRECTORS
During the year under review, Mr. Deepak Madia, Mr. N. V. Patel (Non-
Executive Independent Directors) have resigned from the directorship of
the Company on January 1,2014 and Mr. M. Singaporewala (Non- Executive
Independent Director) has resigned on May 3, 2014 from the directorship
of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure.
(b) Appropriate accounting policies have been selected and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company for the year ended March, 31, 2014 and Loss of the Company
for the year ended on that date.
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1 956, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities: and,
(d) The annual accounts have been prepared on a going concern basis.
EMPLOYEE STOCK OPTION PLAN (ESOP), 2012
The Board of Directors at their meeting held on 26th August, 2011, and
the Shareholders at their meeting held on September 27, 2011 approved
the Employee Stock Option Scheme titled as "ESOP 2011", granting stock
options to the eligible employees of the Company. However the Company
has so far not allotted any shares as part of ESOP 2011.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year
under review, as stipulated under clause 49 of the Listing Agreement
with the Stock Exchanges is presented in a separate section forming
part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standard of Corporate
Governance and adhere to the Corporate Governance requirements as set
out by SEBI.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
The requisite Certificate from a Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance is
attached to this Report.
AUDITOR & AUDITORS'' REPORT
You are requested to appoint Auditors for the current year and to
authorize the Board to fix their remuneration. The retiring auditors,
B. M. Gattani & Co, Chartered Accountants, are eligible for
reappointment. A certificate from the Auditors has been received to the
effect that their reappointment, if made, would be within the limits
prescribed under Section 1 39 of the Companies Act, 201 3.
M/s. B. M. Gattani & Co. are proposed to be re-appointed as Auditors,
to hold office up-to the conclusion of the 1 5th Annual General
Meeting.
Pursuant to the provisions of Companies (Audit and Auditors) Rules,
2014, M/s. B. M. Gattani & Co., Chartered Accountants have certified
that:
a. They are eligible for appointment and are not disqualified for
appointment under the Companies Act, 2013, the Chartered Accountants
Act, 1949 and rules/regulations made thereunder;
b. The proposed appointment is as per the term provided under the
Companies Act, 201 3;
c. The proposed appointment is within the limits laid down by or under
the authority of the Companies Act, 201 3;
d. There are no proceedings against the audit firm or any partner of
the audit firm pending with respect to professional matters of conduct.
The Board of Directors recommends to the shareholders the appointment
of M/s. B. M. Gattani & Co., Chartered Accountants, as Auditors of the
Company.
Observations made in the annexure to the Auditors'' Report are self
explanatory and therefore do not call for any further comments under
the provisions of the Companies Act, 1956 and hence do not call for any
further information and explanation under 217(3) of the Companies Act,
1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required under section 217 (1) (e) of the Companies Act,
1956 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are as follows:
(a) Conservation of Energy
Company makes evaluation on a continuous basis to
explore new technologies and techniques to make the operations of
crushing and filtration more energy efficient. This includes regular
maintenance of machineries and regular check-up of energy consuming
devices. Total energy consumption and energy consumption per unit of
production is prescribed in Form A of Annexure I to this report.
(b) Research and Development
Company has made efforts in developing new packaging and new products
to make its products duplicate proof and tamper proof, which has
yielded good response from the customers.
(c) Technology absorption and Adaptation
Your Company has continuously adapted latest technology and best
practices from the industry and efforts will continue in future.
(d) Foreign Exchange Earning and Outgo:
The relevant information in respect of the foreign exchanges earnings
and outgo for the year ended on 31st March, 2014 are as follows:
Foreign Exchange Earnings-Rs. NIL(Previous Year: Rs. NIL)
Foreign Exchange Outgo -Rs. NIL (Previous Year: Rs. 1.30 crore)
PARTICULARS OF EMPLOYEES
In terms of provisions of Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, the Company has no employees who were in
receipt of the remuneration of Rs. 60,00,000/- or more per annum
during the financial year ended 31st March, 2014 or Rs. 5,00,000/- or
more per month during any part of the said year.
EMPLOYEE RELATIONS & HUMAN RESOURCES
Employee relations were cordial during the year and the Board would
like to place on record its deep appreciation to all the employees of
the Company for their dedicated services and performance in
quantitative and qualitative parameters. The Company believes that its
employees are a key differentiator, especially in FMCG sector and a
competitive business environment.
COMPANY SECRETARY
The Company is required to appoint a Company Secretary in Whole-time
employment of the Company under section 383A (1) of the Companies Act,
1956 (corresponding relevant section 203 of the Companies Act, 2013).
The Company is finalizing the suitable candidate holding a membership
of the Institute of the Company Secretaries of India.
REFERRAL TO THE BOARD FOR INDUSTRIAL RECONSTRUCTION
The Board of Directors of the Company at their meeting held on May 29,
2014 had approved the audited financial accounts for the year March
31,2014. The Company had incurred major losses and the net-worth of the
Company have been totally eroded. Further, looking at the financial
position of the Company the Board of Directors of the Company at their
meeting held on June 6, 2014 has decided to refer the Company to the
Board of BIFR and the application to the BIFR Board was submitted on
June 9, 2014. However, the Board of
BIFR has still not accepted the application of the Company. Further the
Board of Directors of the Company has made application to the AIFR for
reviewing the decision of the BIFR, for admission of Company''s
application.
PENDING LEGAL SUITS
Apart from the notices received by the Company from the Company Law
Bench, Mumbai Region and Registrar of Companies, Mumbai, for default in
re-payment of interest and principal amount of the public deposits, the
Company has received notices, including notices for winding up, from
its secured creditors for non-payment of installments on continuous
basis. The legal representatives / consultants / lawyer have replied to
various notices on timely basis and relevant suits filed against the
Company are pending before Hon''ble High Court of judicature at Bombay.
ACKNOWLEDGEMENTS
We would like to express our deep sense of appreciation for the
assistance and co-operation received from our Bankers, Government
Authorities, Stakeholders, Investors, Clients, Distributors, Vendors
and Other Business Associates during the year under review.
We also take this opportunity to appreciate the contribution made by
our Employees at all levels for their dedicated service. Our
consistent growth was made possible by their hard work, solidarity,
co-operation and support.
For and on behalf of the Board of Directors
For Raj Oil Mills Limited
Place: Mumbai Shaukat S. Tharadra
Date: September 4, 2014 Chairman & Managing Director
DIN: 01598234
Mar 31, 2013
To The Members of RAJ OIL MILLS LIMITED
The are pleased to present the Eleventh Annual Report together with the
audited statements of accounts of the Company for the financial year
ended March 31, 2013.
FINANCIAL RESULTS
The financial performance of the Company for the Financial Year ended
March 31, 2013 is summarized below:
(Rs. in Lakhs except EPS)
Financial Year Financial Year
Ended Ended
March 31, 2013 March 31, 2012
Total Income 12848.40 34240.66
Profit before
Depreciation and Tax (1353.16) (575.21)
Less : Depreciation 443.64 416.03
Net Profit before Tax (1796.80) (991.24)
Less : Provision
Less : for Current Tax
Net Profit before Deferred Tax (1796.80) (991.24)
Less/(Add): Deferred Tax 275.63 190.14
Net Profit after Deferred Tax (2072.43) (1181.39)
Add : Balance b/f from
Add : Previous Year 9342.91 10524.30
Total Profit available
for Appropriation 7270.48 9342.92
Appropriation
Issuance of Bonus Share
Balance carried to
Balance Sheet 7270.48 9342.92
Earning Per Share
 Basic (2.92) (3.28)
 Diluted (2.28) (3.28)
OPERATIONS
During the year under the review, the CompanyÂs sales decreased from
Rs. 341,38,74,552 to Rs. 127,39,09,989 on account of changing market
conditions characterized by demand supply mismatch. In order to improve
its operational performance and to revitalize its growth strategy, the
Company has resorted to following measures during the year under
review:
- Stocking of raw materials purchased at favourable prices
- Effective budgeting of productions plans
- Stringent alignment of production and procurement time with execution
of sales orders
- Monitoring and if necessary, reduction of least profitable stockiest
- Focus on Sales Regions with higher returns
- Targets to cost centres for effective cost reduction. SHARE CAPITAL
At present, the Company has only one class of shares, viz.
Equity Shares of Rs.10 each.
ALLOTMENT DURING THE YEAR
During the periof under review the Company has allotted 3,50,00,000
Equity Shares underlying 7,00,000 GDRÂs for which the Company has
received Listing and Trading approval from the Stock Exchanges where
the securities of the Company are listed.
DIVIDEND
In view of current year loss, your Directors regret their inability to
recommend any dividend for the financial year under review.
FIXED DEPOSITS
During the year under review, the Company had defaulted in payment of
principal and interest amount due to the deposit holders before the due
date. In this regard the Company had also received notices from the
Company law Board and the Registrar of Companies for which suitable
representations and replies have been given.
During the current financial year the Company has not accepted any
fresh deposits.
INTERNAL CONTROL SYSTEM
The Company has adequate Internal Control Systems which ensures that
all assets are protected against loss from unauthorized use and all
transactions are recorded and reported correctly. During the period
under review, your Company re-appointed M/s. K. C. Jain Kala & Co.,
Chartered Accountants, as Internal Auditors of the Company.
DIRECTORS
Mr. Shaukat Tharadra and Mr. Azamkhan Lohani, Directors of the Company,
retire by rotation and being eligible to offer themselves for
re-appointment at the ensuing Annual General Meeting.
The Board recommends to the members the resolution for appointment and
re-appointment of the Directors mentioned above.
CHIEF EXECUTIVE OFFICER
Mr. Manavendra Gokhale, Chief Executive Officer (ÂCEOÂ) of the Company
is no longer associated with the organization.
DIRECTORSÂ RESPONSIBILITY STATEMENT
Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure.
(b) Appropriate accounting policies have been selected and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company for the year ended March, 31, 2013 and loss of the Company
for the year ended on that date.
(c) 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,
(d) The annual accounts have been prepared on a going concern basis.
EMPLOYEE STOCK OPTION PLAN (ESOP), 2011 The Board of Directors at their
meeting held on 26th August, 2011, and the Shareholders at their
meeting held on September 27, 2011 approved the Employee Stock Option
Scheme titled as ÂESOP 2011Â, granting stock options to the eligible
employees of the Company. However the Company has so far not allotted
any shares as part of ESOP 2011.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
ManagementÂs Discussion and Analysis Report for the year under review,
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standard of Corporate
Governance and adhere to the Corporate Governance requirements as set
out by SEBI. The Report on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement forms part of the Annual
Report.
The requisite Certificate from a Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance is
attached to this Report.
AUDITOR & AUDITORSÂ REPORT
You are requested to appoint Auditors for the current year and to
authorize the Board to fix their remuneration. The retiring auditors,
B. M. Gattani & Co, Chartered Accountants, are eligible for
reappointment. A certificate from the Auditors has been received to the
effect that their reappointment, if made, would be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956.
Observations made in the annexure to the Auditors Report are self
explanatory and therefore do not call for any further comments under
the provisions of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Particulars required under section 217 (1) (e) of the Companies Act,
1956 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are as follows:
(a) Conservation of Energy
Company makes evaluation on a continuous basis to explore new
technologies and techniques to make the operations of crushing and
filtration more energy efficient. This includes regular maintenance of
machineries and regular check-up of energy consuming devices. Total
energy consumption and energy consumption per unit of production is
prescribed in Form A of Annexure I to this report.
(b) Research and Development
The Company has constantly carried out research and development on its
own in coming up with new products and applications related with
personal care, hair care and Ayurvedic products. Company has also made
efforts in developing new packaging and new products to make its
products duplicate proof and tamper proof, which has yielded good
response from the customers.
(c) Technology absorption and Adaptation
Your Company has continuously adapted latest technology and best
practices from the industry and efforts will continue in future. Our
addition to the planned CAPEX and alliances bring technical up
gradation & inputs. (d) Foreign Exchange Earning and Outgo:
The relevant information in respect of the foreign exchanges earnings
and outgo for the year ended on 31st March, 2013 are as follows:
Foreign Exchange Earnings Rs. Nil (Previous Year: Rs. Nil)
Foreign Exchange Outgo Rs. 1.30 Cr (Previous Year: Rs. Nil)
PARTICULARS OF EMPLOYEES
In terms of provisions of Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, the Company has no employees who were in
receipt of the remuneration of Rs. 60,00,000/- or more per annum
during the financial year ended 31st March, 2013 or Rs. 5,00,000/- or
more per month during any part of the said year. EMPLOYEE RELATIONS &
HUMAN RESOURCES Employee relations were cordial during the year and the
Board would like to place on record its deep appreciation to all the
employees of the Company for their dedicated services and performance
in quantitative and qualitative parameters. The Company believes that
its employees are a key differentiator, especially in FMCG sector and a
competitive business environment. COMPANY SECRETARY
The Company is required to appoint a Company Secretary in Whole-time
employment of the Company under section 383A(1) of the Companies Act,
1956. Ms. Yogini Chaukar, as Associate Company Secretary was appointed
as the Company Secretary of the Company w.e.f. October 1, 2012, but due
to some other personal commitments, she resigned from the post of
Company Secretary on February 2, 2013. The Company is in the process of
finalizing the suitable candidate holding a valid membership of the
Institute of the Company Secretaries of India.
COST AUDITOR
The Company is in the process of appointing a Cost Auditor holding a
valid membership of the Institute of Cost & Works Accountant to conduct
cost audit of the Company as specified under the Cost Audit Rules,
2011.
ACKNOWLEDGEMENTS
We would like to express our deep sense of appreciation for the
assistance and co-operation received from the our Bankers, Financial
Institutions, Government Authorities, Stakeholders, Investors, Clients,
Distributors, Vendors and Other Business Associates during the year
under review. We also take this opportunity to appreciate the
contribution made by our Employees at all levels for their dedicated
service made towards the growth of the Company. Our consistent growth
was made possible by their hard work, solidarity, co- operation and
support.
For and on behalf of the Board
of Directors
For Raj Oil Mills Limited
Place: Mumbai Shaukat S. Tharadra
Date: December 2, 2013 Chairman & Managing Director
Mar 31, 2012
We are pleased to present the Tenth Annual Report together with the
audited statements of accounts of the Company for the financial year
ended March 31,2012.
FINANCIAL RESULTS
The financial performance of the Company for the Financial Year ended
March 31,2012 is summarised below:
(Rs. in Lakhs except EPS)
Financial Year Ended Financial Year Ended
March 31,2012 March 31,2011
Total Income 34240.66 49536.63
Profit before Depreciation and Tax (575.21) 3,753.78
Less: Depreciation 416.03 241.39
Net Profit before Tax (991.24) 3,512.39
Less: Provision for Current Tax -- 916.50
Net Profit before Deferred Tax (991.24) 2,595.89
Less/(Add): Deferred Tax 190.14 563.72
Net Profit after Deferred Tax (1181.39) 2,032.17
Add: Balance b/ffrom Previous Year 10524.30 8,492.13
Total Profit available for
Appropriation 9342.92 10,524.30
Appropriation - --
Balance carried to Balance Sheet 9342.92 10,524.30
Earning Per Share
-Basic (3.28) 5.64
-Diluted (3.28) 5.64
OPERATIONS
During the year under review, your Company's financial performance is
as follows:
- Sales decreased from Rs. 494.28 Crores to Rs. 341.39 Crores.
- EBIDTA decreased from Rs. 47.96 Crores to Rs. 8.86 Crores.
- Networth decreased from Rs.258.48 Crores to Rs. 246.96 Crores.
- Cost Effective Process with the technique of ERP has been started
at Head office and Manor plant.
- Mother Godowns Locations finalized and supporting C&F/Stockist
appointed and functioning to the extend distribution.
SHARE CAPITAL
At present, the Company has only one class of shares, viz. Equity
Shares of Rs. 10 each.
ALLOTMENT DURING THE PERIOD
During the period under review the Company has allotted 3,50,00,000
Equity Shares underlying 7,00,000 GDR's for which the Company has
received Listing and Trading Approval from the Stock Exchanges where
the securities of the Company are listed.
DIVIDEND
In view of current year loss, your Directors regret their inability to
recommend any dividend for the financial year under review.
FIXED DEPOSITS
During the period Company has accepted fixed deposit from the public
under the provision of Section 58A and 58AA or any relevant provision
of the companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975. However, the Company had defaulted in payment of principal
and interest amount due to the deposit holders before the due date. In
this regard the Company had also received notices from the Company law
Board and the Registrar of Companies for which suitable representations
and replies have been given.
INTERNAL CONTROL SYSTEM
The Company has adequate Internal Control Systems which ensures that
all assets are protected against loss from unauthorized use and all
transactions are recorded and reported correctly. During the period
under review, your Company appointed M/s. K. C. Jain Kala & Co.,
Chartered Accountants, as Internal Auditors of the Company.
DIRECTORS
Mr. Abdulla K. Musla and Mr. Narottam V. Patel, Directors of the
Company, retire by rotation and being eligible to offer themselves for
re-appointment at the ensuing Annual General Meeting.
The Board recommends to the members the resolution for appointment and
re-appointment of the Directors mentioned above.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure.
(b) Appropriate accounting policies have been selected and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company for the year ended March 31,2012 and Profit of the Company
for the year ended on that date.
(c) 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,
(d) The annual accounts have been prepared on a going concern basis.
EMPLOYEE STOCK OPTION PLAN (ESOP), 2011
The Board of Directors at their meeting held on August 26, 2011, and
the Shareholders at their meeting held on September 27, 2011 approved
the Employee Stock Option Scheme titled as "ESOP 2011", granting stock
options to the eligible employees of the Company. However the Company
has so far not allotted any shares as part of ESOP 2011.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standard of Corporate
Governance and adhere to the Corporate Governance requirements as set
out by SEBI.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
The requisite Certificate from a Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance is
attached to this Report.
AUDITOR & AUDITORS' REPORT
M/s. Agarwal, Desai & Shah, Chartered Accountants, Mumbai, Statutory
Auditors of the Company, hold office until the conclusion of the
ensuing Annual General Meeting and has shown their unwillingness to
continue as the Statutory Auditors of the Company due to their pre -
occupation in other matters and hence not offered themselves for re-
appointment.
The Board of Directors of the Company has served a special notice under
section 225(1) of the Companies Act, 1956 and recommended M/s. B. M.
Gattani & Co. Chartered Accountants, to be the Statutory Auditors of
the Company till the conclusion of the next annual general meeting.
The Company has received letters from them to the effect that their
appointment, if made, would be within the prescribed limits under
section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of section 224 of
the Companies Act, 1956.
Observations made in the annexure to the Auditors' Report are self
explanatory and therefore do not call for any further comments under
the provisions of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required under section 217 (1) (e) of the Companies Act,
1956 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are as follows: '
(a) Conservation of Energy
Company makes evaluation on a continuous basis to explore new
technologies and techniques to make the operations of crushing and
filtration more energy efficient. This includes regular maintenance of
machineries and regular check-up of energy consuming devices. Total
energy consumption and energy consumption per unit of production is
prescribed in Form A of Annexure I to this report.
(b) Research and Development
The Company has constantly carried out research and development on its
own in coming up with new products and applications related with
personal care, hair care and Ayurvedic products. Company has also made
efforts in developing new packaging and new products to make its
products duplicate proof and tamper proof, which has yielded good
response from the customers.
(c) Technology absorption and Adaptation
Your Company has continuously adapted latest technology and best
practices from the industry and efforts will continue in future. Our
addition to the planned CAPEX and alliances bring technical upgradation
& inputs.
(d) Foreign Exchange Earning and Outgo:
The relevant information in respect of the foreign exchanges earnings
and outgo for the year ended on 31st March, 2012 are as follows:
Foreign Exchange Earnings - Rs.NIL(Previous Year: Rs. NIL)
Foreign Exchange Outgo - Rs. NIL(Previous Year: Rs.1,91,000/-)
PARTICULARS OF EMPLOYEES
In terms of provisions of Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, the Company has no employees who were in
receipt of the remuneration of Rs. 60,00,000/- or more per annum during
the financial year ended 31st March, 2012 or Rs. 5,00,000/- or more per
month during any part of the said year.
EMPLOYEE RELATIONS & HUMAN RESOURCES
Employee relations were cordial during the year and the Board would
like to place on record its deep appreciation to all the employees of
the Company for their dedicated services and performance in
quantitative and qualitative parameters. The Company believes that its
employees are a key differentiator, especially in FMCG sector and a
competitive business environment.
COMPANY SECRETARY
The Company is required to appoint a Company Secretary in Whole-time
employment of the Company under section 383A(1) of the Companies Act,
1956. The Company is finalising the suitable candidate holding a
membership of the Institute of the Company Secretaries of India.
ACKNOWLEDGEMENTS
We would like to express our deep sense of appreciation for the
assistance and co-operation received from the our Bankers, Financial
Institutions, Government Authorities, Stakeholders, Investors, Clients,
Distributors, Vendors and Other Business Associates during the year
under review.
We also take this opportunity to appreciate the contribution made by
our Employees at all levels for their dedicated service made towards
the growth of the Company. Our consistent growth was made possible by
their hard work, solidarity, co-operation and support.
For and on behalf of the Board of Directors
For Raj Oil Mills Limited
Shaukat S. Tharadra
Chairman & Managing Director
Place: Mumbai
Date : August 28,2012
Mar 31, 2010
We are delighted to present the Eight Annual Report on the business and
operations together with the audited statements of accounts of the
company for the 15 months period ended 31st March 2010.
FINANCIAL RESULTS (Rs. in Lakhs except EPS)
15 Months Period Year ended
ended March 31, 2010 December 2008
Total Income 46,196.63 31,775.59
Profit before Depreciation and Tax 5,424.07 4,632.90
Less: Depreciation (188.53) (102.99)
Net Profit before Tax 5,235.54 4,529.91
Less : Provision for Current Tax,
Fringe Benefit Tax and Wealth Tax
(1,816.16) (1,546.56)
Net Profit before Deferred Tax 3419.38 2983.35
Deferred Tax 170.1 (21.48)
Net Profit after Deferred Tax 3589.48 2,961.87
Add : Balance b/f from Previous Year 4902.64 1,940.76
Total Profit available for Appropriation 8492.12 4,902.64
Appropriation
Issuance of Bonus Share - -
Balance carried to Balance Sheet 8492.12 4,902.64
Earning Per Share
- Basic 11.39 11.87
-Diluted 11.39 11.87
CHANGE IN FINANCIAL YEAR OF THE COMPANY
Since its incorporation, your Company had adopted the twelve-month
period commencing from January 1 and ending on December 31 as its
accounting year. In order to align with the provisions of Income Tax
Act, 1961 and to obviate the difficulties of maintaining accounts and
other relevant records, the Financial Year of the Company was changed
from January 1 to December 31 to April 1 to March 31 at the Meeting of
Board of Directors of the Company held on October 5, 2009.
OPERATIONS
During the period under review, your Company achieved following
unprecedented growth both in terms of sales and profit.
- Sales increased from 317.76 Crs to Rs. 461.97 Crs.
- EBIDTA increased from Rs. 52.29 Cr to 65.41 Crs.
- Distributable profit increased from 29.62 Crs to 35.89 Crs.
- Networth up by from Rs. 100.33 Crs. To 239.32 Crs
- Commencement of Commercial Production at Jaipur
- State of Art Refinery getting commissioned and going full stream
within weeks at Manor
- Cost Effective Processes being implemented at operational venues
- Warehousing for Seed Storage and Economical Sourcing taken up
- Planning of Mother Godowns and supporting C&F / Stockiest
- Focus on enhanced width and depth of Distribution completed for the
First Phase. Further Phases (II & III) planned. Phase II into
implementation
- Quality Control and Quality Assurance practices reviewed and
predictions and preventive practices analysed. Process changes being
implemented
SHARE CAPITAL
At present, the company has only one class of shares, viz. equity
shares of Rs.10 each.
(a) Authorised Capital
The Authorized Capital of the Company is Rs. 40,00,00,000/- (Rupees
Forty Crores only) divided into 4,00,00,000 (Four) Equity Shares of Rs.
10/- (Rupees Ten) each only.
(b) Allotment during the period
During the period under review, the Company allotted 95,00,008 Equity
Shares of Rs. 10/- each at a premium of Rs. 110/- each on August 4,
2009 pursuant to its Initial Public Offering. The Equity Shares of the
Company were listed on the Bombay Stock Exchange Limited and National
Stock Exchange of India Limited on August 12, 2009.
RESERVE & SURPLUS
The increase in Reserve & Surplus represents the amount transferred
from Share Premium Account and the profits derived during the year
after making provision for current taxation.
DIVIDEND
In order to conserve the resources of the Company, board has decided
not to give any dividend for current year.
DEFERRD TAX
The Deferred Tax Liability has reduced due to expenditure under Section
35D of the Income Tax Act, 1961.
INTERNAL CONTROL SYSTEM
The Company has an adequate internal control system, which ensures that
all assets are protected against loss from unauthorized use and all
transactions are recorded and reported correctly. During the period
under review, your Company appointed M/s Kailash Chand Jain & Co.,
Chartered Accountants, as Internal Auditors of the Company.
DIRECTORS
Mr. Sunil Mistry was appointed as Additional Director of the Company
effective from May, 31, 2010. In terms of Section 260 of the Companies
Act, 1960, he shall hold office only upto the date of ensuing Annual
General Meeting. The Company has received requisite notice in writing
from a Member proposing his candidature for the office of Director
liable to retire by rotation.
Mr. Azamkhan F. Lohani and Mr. Rashid I. Tharadra, Directors of the
Company, retire by rotation and being eligible, offer themselves for re
- appointment at the ensuing Annual General Meeting.
Mr. B.V. Ratanghayra, Director, resigned from the Board on October 5,
2009. Mr. Sunderji Gosar was appointed as Additional Director of the
Company on December 14, 2009 and resigned from the Board on May 18,
2010.
The Board placed on record its deep sense of appreciation for the
invaluable contribution made by Mr. B.V. Ratanghayra and Mr. Sunderji
Gosar during their tenure as Directors of the Company.
AUDITORS AND AUDITORS REPORT
A special notice in terms of Section 190 of the Companies Act, 1956,
has been received under Secion 225 (1) from a Member proposing the
appointment of M/s Agarwal, Desai & Shah, Chartered Accountants,
Mumbai, as Auditors of the Company, in place of M/s M. K. Gohel &
Associates, Chartered Accountants, Mumbai, the retiring Auditors of the
Company. The retiring auditors of the Company have no representation to
make for notification to the Members of the Company relating to special
notice.
The observation of Auditors in their report read with the relevant
notes to accounts in Schedule "23" are self-explanatory and do not
require further explanation.
HUMAN RESOURCES
The Statement pursuant to section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 has been
annexed as Annexure I.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required under section 217 (1) (e) of the Companies Act,
1956 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are as follows:
(a) Conservation of Energy
Company makes evaluation on a continuous basis to explore new
technologies and techniques to make the operations of crushing and f
ilteration more energy efficient. This includes regular maintenance of
machineries and regular check-up of energy consuming devices. Total
energy consumption and energy consumption per unit of production in
prescribed Form A is given in Annexure to this report.
(b) Research and Development
The Company has constantly carried out research and development on its
own in coming up with new products and applications related with
personal care, hair care and Ayurvedic products. Company has also made
efforts in developing new packaging and new products to make its
products duplicate proof and temper proof, which has yielded good
response from the customers.
(c) Technology absorption and Adaptation
Your Company has continuously adapted latest technology and best
practices from the industry and efforts will continue in future.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) In the preparation of the accounts, the applicable accounting
standards have been followed. However attention is drawn specifically
to note 14 to Schedule 23.
(b) Appropriate accounting policies have been selected and applied and
the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the affairs of the
Company for the period ended March 31, 2010 and of the profit of the
Company for the period ended on that date.
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities: and,
(d) The accounts have been prepared on a going concern basis.
The Qualification of the Auditors in their Report to the Members in
connection with the disclosures pertaining to Accounting Standard 15 on
Accounting for Retirement Benefits is self-explanatory. Adequate
explanations have been provided in the relevant notes to accounts.
Hence no Additional Explanation is considered necessary.
EMPLOYEE RELATIONS & HUMAN RESOURCES
Employee relations were cordial during the year and the Board would
like to place its appreciation to all the employees of the company for
their dedicated services and performance in quantitative and
quantitative parameters. The company believes that its people are a key
differentiator, especially in FMCG sector and a competitive business
environment.
ACKNOWELDGEMENTS
We thank our banks, investors, clients, distributors, vendors and other
business associates for their continued support towards conduct of
efficient operations of the Company throughout the year.
We take this opportunity to appreciate the contribution made by our
employees at all levels for their dedicated service made towards the
growth of the Company. Our consistent growth was made possible by their
hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors
Shaukat S. Tharadra
Chairman & Managing Director
Place : Mumbai
Date: September 3, 2010
Dec 31, 2008
We are delighted to present the Seventh Annual Report on the business
and operations together with the audited statements of accounts of the
company for the year ended 31st December 2008.
FINANCIAL RESULTS
(Rs. in Lakhs except EPS)
Year ended December3lst 2008 2007
Total Income 32,123.12 23,992.11
Profit before Depreciation and Tax 4,632.91 2,920.07
Less .Depreciation (102.99) (79.42)
Net Profit before Tax 4,529.93 2,840.65
Less: Provision for Current Tax (1,546.56) (978.50)
Less: Provision for Deferred Tax (21.48) (46.95)
Net Profit after Current Tax 2,961.89 1,815.20
Add; Balance b/f from Previous Year 1,940.77 948.57
Total Profit available for
Appropriation 4,902.65 2,763.77
Appropriation
Issuance of Bonus Share - (823.00)
Balance carried to Balance Sheet 4,902.65 1,940.77
Earning (Rs.) Per Share
-Basic 11.87 10.47
-Diluted 11.87 10.47
OPERATIONS
During the year under review, your Company achieved following
unprecedented growth both in terms of sales and profit.
- Sales Voulme gone up 35% from 24,822 tonnes to 33,621 tonnes.
- Sales gone up by 33% from Rs. 239.92 Crores to Rs. 317.65 Crores.
- EBIDTA margins up by 62 % from Rs. 32.13 Crores to Rs. 52.29 Crores.
- Distributable profit up by 63 % from Rs. 18.16 Crores to Rs. 29.61
crores.
- Networthupby 131 % from Rs. 43.39 Crores to Rs. 100.33 Crores
- EPS up by 13% from Rs. 10.47 per share to Rs. 11.87.
Trial Production started at Jaipur Plant, your Board is confident to
commence commercial production at Jaipur in the month of November, 09.
Which will further reduce the cost of mustard and seasome oil which in
turn will increase the profitability of the these products.
SHARE CAPITAL
At present, the company has only one class of shares, viz. equity
shares of Rs. 10 each.
(a) Increase in Authorised Capital
Company has increased the Authorised Share Capital of the Company
during the period from Rs. 30,00,00,000/- (Rupees Thirty Crore) divided
into 3,00,00,000 (Three crore) Equity Shares of Rs. 10/- each to Rs.
40,00,00,000/- (Rupees Forty Crore) divided into 4,00,00,000 (Four
Crores) Equity Shares of Rs. 10/- each by the addition of 1,00,00,000
(One Crore) Equity Shares of Rs. 10/- each, ranking pari-passu with the
existing Equity Shares of the Company. The Special Resolution for the
same has already been passed in the Extra Ordinary General Meeting held
on March 26,2008.
(b) Allotment during the period
Company has made following preferential allotment of Equity Shares for
cash during the year.
Date of Number of Issue Price Total
Allotment Equity Shares including Premium Amount (Rs.)
January 8,2008 8,33,000 10 83,30,000
January 11,2008 50,00,000 10 5,00,00,000
February 28,2008 3,36,500 50 1,68,25,000
March25,2008 3,50,400 50 1,75,20,000
November 5,2008 15,00,000 120 18,00,00,000
Total 80,19,900 27,26,75,000
RESERVE & SURPLUS
The increase in reserve & surplus represents the amount transferred
from the profits derived during the year after making provision for
current taxation and security premium.
DIVIDEND
In order to conserve the resources of the Company & on account of
ongoing operation programme undertaken by the co., the board has
decided not to give any dividend for current year.
THE INDIAN ECONOMY AND THE OVERVIEW OF THE EDIBLE OIL SECTOR IN INDIA
The size of the Indian oilseeds-based sector is estimated at US$ 16.5
billion (inclusive of exports and imports). India is the worlds fourth
largest vegetable oil economy. Currently, India accounts for 7.4% of
world oilseeds output; 6.1% of world oilmeal production; 3.9% of world
oilmeal export; 5.8% of world vegoil production; 11.2% of world vegoil
import; and 9.3% of the world edible oil consumption (Source: Oil
World). The estimated land under cultivation for oilseed in India is 25
- 26 million hectares.
Indias annual consumption is around 12 million tonnes vis-a-vis
Chinas 14.5 million tonnes. However, Indias per capita consumption at
10.2 kgs per annum is considerably lower compared to global standards.
India is also a leading producer of oilseeds, contributing 7-8% of
world oilseed production. India is estimated to account for around 6%
of the worlds production of edible oils. Though it has the largest
cultivated area under oilseeds in the world, crop yields tantamount to
only 50-60% of the worlds average. India is the fifth largest
producer of oilseeds in the world, behind US, China, Brazil, and
Argentina. Since 1995, Indian share in world production of oilseeds has
been around 8-10%.
In midst of global slowdown, India was one of the few economies in the
world to foster growth of more than 6% during the Financial Year ended
2008. The growth was constrained by the lackluster performance of
manufacturing sector and agricultural sector, which grew at little over
3 % and 1% respectively, for the fiscal ended December 2008.
The slowdown in Growth was exemplified by the Growth in inflation,
which grew from 6.37% for the Financial Year ended December 2007 to
8.38 % for the Financial Year ended December 2008, volatility in crude
oil Prices, which rose from $92 per barrel at the beginning of the
year, to $ 13 7 per barrel in the month of July, and closed the year at
$ 35 per barrel and the devaluation of Rupee from Rs. 39.40 as on
December 31,2007 to Rs.48.40 as on December 31,2008.
The slowdown of the economy had its effect on the Edible Oil Sector. In
the beginning of the year a sudden rise in the prices of Edible Oil in
the International and Domestic market had forced the Government to ban
the export of Edible Oil from India. The basic intention of the
Government behind this ban was to increase the supply of edible oil in
the domestic market and to spiral inflation.
The last quarter of the Financial Year 2008 saw a specious fall in the
crude oil prices.
The unprecedented fall and the devaluation of the Indian Rupee has
forced the Ministry to reconsider its ban on the export of edible oil
and to increase duty on the edible oil imported into India.
If the Government succeeds in implementing these policies, than the
Indian Edible Oil manufacturers will be able to offer their products at
competitive prices.
INTERNALCONTROLSYSTEM
The Company is taking step to implement internal control system, which
ensures that all assets are protected against loss from unauthorized
use and all transactions are recorded and reported correctly.
LOAN AVIALED FROM BARCLAYS BANK PLC
The Company has vide a Multi-Option Facility Agreement dated March 29,
2008, availed of a credit facility on INR 1,000.00 lacs from Barclays
Bank PLC. As per the terms stipulated in the aforesaid Agreement the
Company was unable to create charge on its immovable properties, Fixed
Assets and Current Assets within 180 days from the date of its first
disbursement. Therefore the Company was required to pay the entire
amount by December 31,2008. The amount to be repaid as on March 31,2009
is 150.90 Lacs. The Company is taking steps to repay the outstanding
amount at the earliest.
DIRECTORS
During the year under review, the Company had appointed Mr. B.V.
Ratanghayra, Mr. Mohamedi Singaporewala, Mr. Narotambhai Patel and Dr.
Balusubramanya Rudrapatna were appointed as Additional Directors of the
Company at the Meeting of Board of Directors held on February 28,2008,
with effect from February 29,2008.
Their appointment was regularised as Directors of the Company at the
Annual General Meeting of the Company held on April 21,2008.
Mr. Shaukat S. Tharadra, Chairman and Managing Director of the Company
and Mr. Abdulla K. Musla, Director of the Company, being liable to
retire by rotation at the ensuing Annual General Meeting of the Company
under the provisions of Section 255 of the Companies Act, 1956, offered
themselves for re-appointment
COMMITTEES OF THE BOARD
(1) Audit Committee
The Audit Committee, constituted by the Board of Directors at its
meeting held on November 14, 2003, in accordance with Section 292A of
the Companies Act, 1956 was reconstituted on April 25,2008. The
composition of the Audit Committee after re - constitution is as under:
*
Name of the Director Category Position in the Audit Committee
Mr. Bhimji V.
Ratanghayra Independent Director Chairman
Mr. Mohamedi T.
Singaporewala Independent Director Member
Mr. Narotambhai V.
Patel Independent Director Member
Meetings and attendance during the year:
The Audit Committee met two times during the year on March 11,2008 and
September 25,2008. The attendance at the Audit Committee meetings was
as under:
Name of the Director No. of Meetings* Meetings Attended*
ShaukatS.Tharadra 4 1
AbdullaK.Musla 4 1
Rashidl.Tharadra 4 1
Mr. Bhimj i V. Ratanghayra 4 0
Mr. MohamediT. Singaporewala 4 3
Mr.NarotambhaiV.Patel 4 3
* The Audit Committee constituted by the Board, vide Resolution passed
on November 14,2003, and consisting of Mr. Shaukat S. Tharadra, Mr.
Abdulla K. Musla and Mr. Rashid I. Tharadra was reconstituted on April
25, 2008.The newly formed Audit Committee consists of Mr. Bhimji V.
Ratanghayra, Mr. Mohamedi T. Singaporewala and Mr. Narotambhai V. Patel
Constitution of the Audit Committee meets with the requirements under
Section 292 A of the CompaniesAct, 1956.
SHAREHOLDERS/INVESTORSGRIEVANCE COMMITTEE
Constitution:
The Shareholders/Investors Grievance Committee was constituted by the
Board of Directors at its meeting held on April 25, 2008. The
composition of the The Shareholders/Investors Grievance Committee is
as under:
Name of the Director Category Position in the
Audit Committee
Mr. Mohamedi T.
Singaporewala Independent Director Chairman
Mr. Bhimj i V.
Ratanghayra Independent Director Member
Mr. Abdulla K.
Musla Executive Director Member
Meetings and attendance during the year:
No meeting of the Shareholders/Investors Grievance Committee was held
during the period under review.
REMUNERATION COMMITTEE Constitution:
The Remuneration Committee was constituted by the Board of Directors at
its meeting held on April 25, 2008. The composition of the Remuneration
Committee is as under:
Name of the Director Category Position in the Audit Committee
Mr. Bhimji V.
Ratanghayra Independent Director Chairman
Mr. Mohamedi T.
Singaporewala Independent Director Member
Mr.NarotambhaiV.
Patel Independent Director Member
Meetings and attendance during the year:
No meeting of the Remuneration Committee was held during the period
under review.
IPO COMMITTEE Constitution:
The IPO Committee was constituted by the Board of Directors at its
meeting held on April 25,2008. The composition of the IPO Committee is
as under:
Name of the Director Category Position in the Audit
Committee
Mr. ShaukatS.Tharadra Executive Director Chairman
Mr.AbdullaK. Musla Executive Director Member
Mr. Mohamedi T.
Singaporewala Independent Director Member
Meetings and attendance during the year:
No meeting of the IPO Committee was held during the period under
review.
AUDITORSREPORT
The observation of Auditors in their report read with the relevant
notes to accounts in Schedule "24" are self-explanatory and do not
require further explanation.
HUMAN RESOURCES
The Statement pursuant to section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 has been
annexed as Annexure I.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required under section 217 (1) (e) of the Companies Act,
1956 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are as follows:
(a) Conservation of Energy
Company makes evaluation on a continuous basis to explore new
technologies and techniques to make the operations of crushing and
Alteration more energy efficient. This includes regular maintenance of
machineries and regular check-up of energy consuming devices. Total
energy consumption and energy consumption per unit of production in
prescribed Form A is given in Annexure to this report.
(b) Research and Development
The Company has constantly carried out research and development on its
own in coming up with new products and applications related with
personal care, hair care and Ayurvedic products. During the year
company have successfully launched "COCORAJ JASMINE". Company has also
made efforts in developing new packaging and new products to make its
products duplicate proof and temper proof, which has yielded good
response from the customers.
(c) Technology absorption and Adaptation
Your Company has continuously adapted latest technology and best
practices from the industry and efforts will continue in future.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant of Section 217 (2AA) of the Companies (Amendment) Act, 2000,
the Directors confirm that:
(a) In the preparation of the accounts, the applicable accounting
standards have been followed.
(b) Appropriate accounting policies have been selected and applied and
the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the affairs of the
Company for the year ended December, 31, 2008 and of the profit of the
Company for the year ended on that date. ë
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities: and,
(d) The accounts have been prepared on a going concern basis.
AUDITORS
Members are requested to appoint auditors for the current year and to
authorize the Board of Directors to fix their remuneration. M/s. M. K.
Gohel & Associates, Chartered Accountants the retiring Auditors have
furnished a Certificate of their eligibility for re-appointment under
section 224(IB) of the Companies Act, 1956 and have indicated their
willingness to continue.
EMPLOYEE RELATIONS & HUMAN RESOURCES
Employee relations were cordial during the year and the Board would
like to place on its appreciation to all the employees of the company
for their dedicated services and performance in quantitative and
quantitative parameters. The company believes that its people are a key
differentiator, especially in FMCG sector and a competitive business
environment.
ACKNOWLEDGEMENTS
We thank our banks, investors, clients, distributors, vendors and other
business associates for their continued support towards conduct of
efficient operations of the Company throughout the year.
We take this opportunity to appreciate the contribution made by our
employees at all levels for their dedicated service made towards the
growth of the Company. Our consistent growth was made possible by their
hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors
Shaukat S.Tharadra
Chairman & Managing Director
Place: Mumbai
Date: April 08,2009
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