Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting the Twenty Third Annual
Report together with Audited accounts for the year ended 31.03.2015.
FINANCIAL RESULTS:
The summarized financial results for the year ended 31.03.2015 and for
the previous year 31.03.2014 are as under.
Particulars 2014-2015 2013-2014
Profit/(Loss) before Interest,
Depreciation & Tax (37,95,897) 2,11,254
Less: Interest 5,43,392 25,60,140
Profit/(Loss) before
Depreciation & Tax (4,339,289) (2,348,886)
Less: Depreciation 17,51,078 8,42,229
PROFIT/(LOSS) FOR THE
YEAR BEFORE
EXCEPTIONAL ITEMS (6,090,367) (3,191,115)
Less: Exceptional Items
PROFIT/(LOSS ) FOR THE
YEAR BEFORE TAX (6,090,367) (3,191,115)
Less: Tax expenses
Current Year - (5,00,000)
Deferred Tax 2,16,845 19,411
Profit (Loss) after tax (58,73,522) (36,71,704)
FINANCIAL OVERVIEW:
During the year under review, the total revenue of your company was
Rs.1,53,05,721/- as compared to previous year revenue of Rs.
1,28,19,540/-. The sales of the Company have increased by 18% and the
Directors of the Company are confident that the Sales will improve in
the ensuing years and the Company will make profits.
STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business of Manufacturing and Trading of
ready to eat food products and processed foods. There is no change in
the nature of business during the year under review.
DIVIDEND:
In view of losses, your Directors do not recommend any dividend for the
year.
DEPOSITS:
The company has not accepted or invited any deposits under the
provisions of the Companies Act, 2013, and rules related thereto.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT 9 for the year ended
31.03.2015 is attached as Annexure "A".
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The Company is not having any subsidiary, associate and joint venture
company. Hence, the reporting under this clause does not arise.
MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year
of the Company and the date of this report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:
The Company has advanced loans and made investment during the year
under review in Compliance with provisions of Section 186 of the Act.
SHARE CAPITAL:
The Company during the year under review has not issued any Sweat
Equity Shares or Shares with Differential Rights or under Employee
Stock Option Scheme nor did it Buy Back any shares.
BOARD OF DIRECTORS AND ITS COMMITTEES:
A. COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company comprises Four Directors of which
two are Non-Executive Independent Directors and two are Non-Executive
Promoter Directors. As per Section 149 of the Companies Act, 2013 the
Company needs to have at least two Independent Directors and One Woman
Director. Accordingly Mr. Kushal Jain and Mr. Pramod Kumar Agarwal were
appointed as Independent Directors of the Company in the 22nd Annual
General Meeting of the Company for a period of 5 year and Ms. Kushbu
was appointed as Additional / Woman Director by the Board w.e.f. March
30, 2015.
APPOINTMENT/ RE-APPOINTMENT:
In order to comply with provisions of Section 149 and Clause 49 of the
Listing Agreement, the Board of Directors at their meeting held on 30th
March, 2015, appointed Ms. Kushbu, as Additional / Woman Director of
the Company with effect from 30.03.2015. Pursuant to Section 161 of the
Companies Act, 2013, she holds office up to the date of ensuing Annual
General Meeting. The Board recommends her continuation as Director of
the Company liable to retire by rotation.
In terms of Section 152 of the Companies Act, 2013, Mr. Nitesh R Lodha,
Director of the Company retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
The Board recommends his continuation as Director of the Company.
RESIGNATION:
Mr. Satish Jain, Director of the Company, resigned from the Board with
effect from 30th March, 2015. The board expresses its sincere
appreciation for the contribution made by him during his tenure as
Director of Company.
Key Managerial Personnel:
In order to comply with the provisions of Section 203 of Companies Act,
2013 Mr. Prabhakaran Ramkumar was appointed as Chief Financial Officer
(CFO) with effect from 30th March, 2015. However, Mr. Prabhakaran
Ramkumar has tendered his resignation w.e.f. 10.09.2015.
B. MEETINGS OF BOARD OF DIRECTORS
The Board of Directors met 8 times during the year under review and the
gap between two meetings was not more than 120 days. In accordance with
the provisions of the Companies Act, 2013, a separate meeting of the
Independent Directors of the Company was held during the year under
review.
C. DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:
As required under Section 149(7) all the Independent Directors of the
Company have submitted their annual declaration stating that they meet
the criteria of independence as per Section 149(6) of the Companies
Act, 2013.
D. COMMITTEES OF THE BOARD
During the year under review, the terms of reference of the Committee
were aligned with the requirements of Clause 49 of the Listing
Agreement and the provisions of Companies Act, 2013. A detailed note
on the Committees of the Board of Directors is given in the Corporate
Governance Report forming part of the Annual Report.
E. BOARD EVALUATION
Pursuant to Section 134 of Companies Act, 2013 and in compliance with
the Listing Agreement the Board of Directors has carried out annual
performance evaluation of the Board, its Committees, and Directors
individually, as per the criteria laid down by the Nomination and
Remuneration Committee.
Accordingly, as per Schedule V of Companies Act, 2013 and Clause 49 of
the Listing Agreement the Independent Directors of the Company at their
separate meeting evaluated the performance of non- independent
directors and the Board as a whole. They also evaluated the performance
of Chairman of the Company and flow of information from the Management
to the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134(5) of the Companies Act,
2013, we, on behalf of the Board of Directors, hereby confirm that:
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 Directors had selected such accounting policies and applied them
consistently and made judgments and estimate that 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 that period ;
c) the Directors have taken proper and sufficient care 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;
d) the Directors had prepared the annual accounts ongoing concern
basis.
e) the directors had laid down internal financial controls to be
followed by the company and such internal financial controls are
adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
AUDITORS:
M/s. Krishnan & Giri, Chartered Accountants, Chennai (FRN: 001512S),
Statutory Auditors of the company, were appointed in the 22nd Annual
General Meeting of the Company for a term of five years from the
conclusion of the said Annual General Meeting as per the provisions of
Companies Act, 2013, subject to ratification by shareholders in every
subsequent Annual General Meeting. The Board of Directors recommends
the Shareholders to ratify the appointment of Statutory Auditors for
the financial year 2015- 2016 and fix their remuneration.
REPLY TO AUDITORS REMARK:
S.No. Auditors remark Reply
1 The Company has not made provision of Rs. 19,45,005/- The Board is
taking necessary (Rs.958,037/- included under "Long Term Advances"
steps to recover the dues and Rs.986,968/- included under "Other Non
Current advances.
Assets") which in our opinion is doubtful of recovery. (Refer No. 15 &
16)
2 Further according to the information and explanations The Company has
remitted the given to us, excepting income tax dues of Rs.5,77,280/-
statutory dues subsequently. for Assessment year 2014-15 and
Rs.23,010/- for
Assessment year 2012-13, and TDS of Rs.62,496/- there are no other
arrears of undisputed statutory dues including Income Tax, Sales Tax,
Customs Duty, Provident Fund and Employees' State Insurance outstanding
as on 31st March 2015.
SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act, 2013, read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
M/s. A.K.JAIN & ASSOCIATES, Company Secretaries in Practice, Chennai to
conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is
attached as Annexure "B" to this Report.
COMMENTS ON SECRETARIAL AUDITORS' REPORT
The Company is taking necessary steps to comply with the provisions of
Section 203 of the Companies Act, 2013. The Board of Directors will
ensure that the necessary forms are filed with the Registrar of
Companies wherever applicable.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company does not fall under the class of Companies mentioned under
Section 135 of the Companies Act, 2013, read with Companies (Corporate
Social Responsibility) Rules, 2014. Hence, the Company has not spent
any funds towards Corporate Social Responsibility.
VIGIL MECHANISM:
In Compliance of Section 177 of Companies Act, 2013 and in terms of
Clause 49 of the Listing Agreement, the Company has set up a Whistle
Blower policy. In terms of the said policy the Directors and employees
are given direct access to the Chairman of the Audit Committee to
report genuine concerns or grievances. Adequate safeguards are in
place against victimization of employees who availed the mechanism.
MANAGEMENT DISCUSSION ANALYSIS & REVIEW REPORT:
In accordance with the requirements of the Listing Agreement,
Management discussion analysis & review report is mentioned in
Corporate Governance Report.
CORPORATE GOVERNANCE:
Detailed Report on the Corporate Governance and a certificate from M/s.
Krishnan & Giri, Chartered Accountant, affirming Compliance of Clause
49 of the Listing Agreement is attached, which form part of the report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
All transactions entered by the company with Related Parties were in
the ordinary course of business and at arm's length pricing basis. The
details of related party transaction pursuant to clause (h) of sub
-section 134 of the Act, is enclosed in Form AOC-2 as Annexure - C.
RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company. The Audit Committee has also revisited the Risk Management
Policy and has taken steps to strengthen the Risk Management process in
keeping with the changes in the external environment and business
needs.
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. In
addition to the Internal Control Systems, the Board has laid emphasis
on adequate Internal Financial Controls to ensure that the financial
affairs of the Company are carried out with due diligence. These are
routinely tested and certified by the Internal Auditors. Significant
audit observations and follow up actions thereon are reported to the
Audit Committee.
PARTICULARS OF EMPLOYEES:
None of the employees draws remuneration of Rs. 500,000/- or above per
month and Rs. 6,000,000/- or above per year. Hence, details of the
employees of the Company as required pursuant to 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not furnished.
Having regard to the provisions of Section 136(1) read with its
relevant proviso of the Companies Act, 2013, the disclosure pertaining
to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014,
forming part of the Annual Report, is available for inspection at the
registered office of the company during working hours. Any member
interested in obtaining such information may write to the compliance
officer and the same will be furnished without any fee and free of
cost.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The product manufactured by the Company is material intensive and not
power intensive. However, the thrust on energy conservation continues
and necessary measures for optimization of energy consumption have been
taken. The technology used is indigenous, neither any foreign exchange
was earned nor there was any outgo of foreign exchange during the
period under report. The quantitative and other details of the various
raw materials used are given in Notes on Accounts to the Statement of
Accounts of the Company.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or
Court or Tribunal which can have an impact on the going concern status
and the Company's operations in future.
LISTING WITH STOCK EXCHANGE
The Company's equity shares are listed in Bombay Stock Exchange.
CODE OF CONDUCT:
As prescribed under Clause 49 of the Listing Agreement, a declaration
signed by the Chairman & Director affirming compliance with the Code of
Conduct by the Directors and senior management personnel of the Company
for the financial year 2014-15 forms part of the Corporate Governance
Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROBHITION AND REDRESSAL), ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal), Act, 2013. During the year
under review no complaints have been received.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the customers, suppliers,
bankers, business partners/associates, financial institutions and
various regulatory authorities for their consistent
support/encouragement to the Company. Your Directors would also like to
thank the Members for reposing their confidence and faith in the
Company and its Management.
By Order of the Board
For RCL FOODS LIMIETD
Place: Chennai
Date: 14.11.2015
Sd/-
Nitesh Ratanchand Lodha
Chairman & Director
(DIN:01748000)
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting the 21st Annual Report
together with the Audited Statement of Accounts for the financial year
ended 31st March, 2013.
Financial Results (Rs. In ''000)
31st March, 31st March,
2013 2012
Profit/(Loss) before Interest, 2729.51 1806.79
Depreciation & Tax
Less: Interest 2002.25 198.62
Profit/(Loss) before Depreciation 727.26 1608.17
& Tax
Less: Depreciation 859.17 982.40
Less: Diminution in value of 106.36
investments
PROFIT/(LOSS) FOR THE YEAR
BEFORE EXCEPTIONAL ITEMS (131.91) 519.41
Loss on Sale of Shares (3647.16)
PROFIT/(LOSS ) FOR THE YEAR (131.91) (3127.75)
BEFORE TAX
Less: Tax 75.00 223.00
Less: Provision for Deferred Taxation 37.89 (31.14)
Profit/(Loss) after tax (244.80) (3319.61)
FINANCIAL RESULT
Your Company had a Turnover of Rs. 89,88,267/- during the financial
year ended 31st March 2013. Your Company is confident to improve the
sales in coming year. The Profit before exceptional and extraordinary
items and tax for the period under review has become negative i.e Rs.
1,31,910/-.
DIVIDEND
Your Directors express their inability to recommend any dividend for
the period under report.
DIRECTORS
Mr. Kushal Jain is liable to retire by rotation, being eligible offers
himself for reappointment. Your Board recommends their continuation.
During the year under review, Mr. D. Suresh Jain, resigned with effect
from 17.02.2013. The Board of Directors expresses their appreciation
for the contribution made by him during his tenure as Director of the
Company
COMPLIANCE CERTIFICATE
In terms of provisions of Section 383 A of the Companies Act, 1956,
Compliance Certificate received from a Practicing Company Secretaries
is enclosed with this report.
AUDITORS
The retiring Auditors M/s. Krishnan & Giri, Chartered Accountants,
Chennai have expressed their willingness to be appointed as Statutory
Auditors of the Company and confirmed that if appointed, there
appointment would be within the limits prescribed under section 224 (1
B) of the Companies Act, 1956.
DEPOSIT
Your Company has not accepted any deposit pursuant to Section 58A of
the Companies Act, 1956.
LISTING
Your Company''s Shares are listed at Bombay Stock Exchange Limited and
the Madras Stock Exchange Limited and the necessary listing fees have
been paid to the stock exchanges.
PARTICULARS OF EMPLOYEES
None of the employees is covered under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975.
DEPOSITORY SYSTEM
Your Company''s Shares are under compulsory demat mode and members are
requested to dematerialize their shares for operational convenience.
CORPORATE GOVERNANCE
Report on Corporate Governance along with Certificate thereon is
annexed herewith and forms part of our report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board
hereby confirms:
a) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b) that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimate that 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 that period ;
c) that the Directors has taken proper and sufficient care 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;
d) that the Directors had prepared the annual accounts ongoing concern
basis.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The product manufactured by the Company is material intensive and not
power intensive. However, the thrust on energy conservation continues
and necessary measures for optimization of energy consumption have been
taken. The technology used is indigenous, neither any foreign exchange
was earned nor there was any outgo of foreign exchange during the
period under report. The quantitative and other details of the various
raw materials used are given in Notes on Accounts to the Statement of
Accounts of the Company.
2. CONSUMPTION PER UNIT OF PRODUCTION
Since the Company''s production is material intensive and not energy
intensive, the consumption of energy is at minimum levels.
3. RESEARCH AND DEVELOPMENT (R & D)
The Company has not spent any amount on Research & Development and
Technology Absorption. The Company is planning for marketing the
products through focused research and consumer feedback.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
co-operation received from the employees and support received from
various authorities under the Government of Orissa and Tamil Nadu, the
Company''s Bankers, Business Associates. Your Directors also place on
record the whole-hearted support received from employees and
Shareholders of the Company.
By Order of the Board
For RCL Foods Limited
Place: Chennai
Date: 30.05.2013 Sd/-
Nitesh R Lodha
Chairman & Director
Mar 31, 2012
The Directors have pleasure in presenting the 20th Annual Report
together with the Audited Statement of Accounts for the financial year
ended 31st March, 2012.
Financial Results (Rs. In Ã000)
31st 31st
March,2012 March,2011
Profit/(Loss) before
Interest, Depreciation & Tax 1806.79 2661.37
Less: Interest 198.62 897.00
Profit/(Loss) before Depreciation & Tax 1608.17 1764.37
Less: Depreciation 982.40 1018.12
Less: Diminution in value of investments 106.36
PROFIT/(LOSS) FOR THE YEAR BEFORE 519.41 746.25
EXCEPTIONAL ITEMS
Loss on Sale of Shares (3647.16)
PROFIT/(LOSS ) FOR THE YEAR BEFORE TAX (3127.75) 746 25
Less: Tax 223.00 300.00
Less: Provision for Deferred Taxation (31.14) (72.18)
Profit/(Loss) after tax (3319.61) 518.43
Deficit in Profit & Loss
A/c.Brought Forward (17617.76) (18136.19)
Carried Forward (20937.37) (17617.76)
FINANCIAL RESULT
Your Company had a Turnover of Rs. 1,36,58,939/- during the financial
year ended 31st March 2012. Your Company is confident to improve the
sales in coming year. The Profit before exceptional and extraordinary
items and tax for the period under review is Rs. 5,19,411/-.
DIVIDEND
Your Directors express their inability to recommend any dividend for
the period under report.
DIRECTORS
Mr. D. Suresh Jain, and Mr. Nitesh R Lodha are liable to retire by
rotation, being eligible offers themselves for reappointment. Your
Board recommends their continuation.
During the year under review, Mr. Bafna Mahaveer Chand and Mr. Prakash
Jain resigned with effect from 10.08.2011
COMPLIANCE CERTIFICATE
In terms of provisions of Section 383 A of the Companies Act, 1956,
Compliance Certificate received from a Practicing Company Secretaries
is enclosed with this report.
AUDITORS
The retiring Auditors M/s. Krishnan & Giri, Chartered Accountants,
Chennai have expressed their willingness to be appointed as Statutory
Auditors of the Company and confirmed that if appointed, there
appointment would be within the limits prescribed under section 224 (1
B) of the Companies Act, 1956.
With respect to the remarks made by the Statutory Auditor in point no.
7 of their report, we wish to clarify that the Company is taking steps
to have an adequate internal audit system commensurate with the size of
the Company.
DEPOSIT
Your Company has not accepted any deposit pursuant to Section 58A of
the Companies Act, 1956.
LISTING
Your CompanyÃs Shares are listed at Bombay Stock Exchange Limited and
the Madras Stock Exchange Limited and the necessary listing fees have
been paid to the stock exchanges.
PARTICULARS OF EMPLOYEES
None of the employees is covered under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975.
DEPOSITORY SYSTEM
Your CompanyÃs Shares are under compulsory demat mode and members are
requested to dematerialize their shares for operational convenience.
CORPORATE GOVERNANCE
Report on Corporate Governance along with Certificate thereon is
annexed herewith and forms part of our report.
RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board
hereby confirms:
a) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b) that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimate that 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 that period ;
c) that the Directors has taken proper and sufficient care 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;
d) that the Directors had prepared the annual accounts ongoing concern
basis.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The product manufactured by the Company is material intensive and not
power intensive. However, the thrust on energy conservation continues
and necessary measures for optimization of energy consumption have been
taken. The technology used is indigenous, neither any foreign exchange
was earned nor there was any outgo of foreign exchange during the
period under report. The quantitative and other details of the various
raw materials used are given in Notes on Accounts to the Statement of
Accounts of the Company.
2. CONSUMPTION PER UNIT OF PRODUCTION
Since the CompanyÃs production is material intensive and not energy
intensive, the consumption of energy is at minimum levels.
3. RESEARCH AND DEVELOPMENT (R & D)
The Company has not spent any amount on Research & Development and
Technology Absorption. The Company is planning for marketing the
products through focused research and consumer feedback.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
co-operation received from the employees and support received from
various authorities under the Government of Orissa and Tamil Nadu, the
CompanyÃs Bankers, Business Associates. Your Directors also place on
record the whole-hearted support received from employees and
Shareholders of the Company.
By Order of the Board For RCL Foods Limited
Place: Chennai Sd/-
Date: 28.08.2012 Nitesh R Lodha
Chairman
Mar 31, 2011
The Directors have pleasure in presenting the 19th Annual Report
together with the Audited Statement of Accounts for the financial year
ended 31st March, 2011.
Financial Results (Rs. In 000)
31st March, 31st March,
2011 2010
Profit/(Loss) before Interest, 2661.37 3950.89
Depreciation & Tax
Less: Interest 897.00 139.00
Profit/(Loss) before Depreciation & 1764.37 3811.89
Tax
Less: Depreciation 1018.12 384.83
Less: Diminution in value of - (221.20)
investments
PROFIT/(LOSS) FOR THE YEAR
BEFORE EXCEPTIONAL ITEMS 746.25 3,648.26
Income on account of one time - 6705.48
settlement of Loan
Loss on Disposal of Undertaking - (14181.47)
PROFIT/(LOSS ) FOR THE YEAR 746.25 (3827.73)
BEFORE TAX
Less: Tax 300.00 (515.00)
Less: Provision for Deferred Taxation 72.18 (73.73)
Profit/(Loss) after tax 518.43 (4269.00)
Deficit in Profit & Loss A/c.
Brought Forward 18136.19 (13,867.19)
Carried Forward (17617.76) (18136.19)
CURRENT YEAR AND FUTURE PROSPECTS
The sales achieved during the financial year ended 31st March 2011, was
Rs. 3,15,97,348/- The profit before Depreciation & Tax for the year
ended 2011 was Rs. 17,64,366/-
DIVIDEND
Your Directors express their inability to recommend any dividend for
the period under report.
DIRECTORS
Mr. Satish Jain, Mr. Prakash Jain and Mr. Kushal Jain are liable to
retire by rotation, being eligible offers themselves for reappointment.
Your Board recommends their continuation.
COMPLIANCE CERTIFICATE
In terms of provisions of Section 383 A of the Companies Act, 1956,
Compliance Certificate received from a Practicing Company Secretaries
is enclosed with this report.
AUDITORS
The retiring auditors M/s. Krishnan & Giri, Chartered Accountants,
Chennai have expressed their willingness to be appointed as a statutory
auditors of the Company and confirmed that if appointed, there
appointment would be within the limits prescribed under section 224 (1
B) of the Companies Act, 1956.
The Comments of the Auditors in their report are self explanatory.
DEPOSIT
The Company has not accepted any deposit pursuant to Section 58A of the
Companies Act, 1956.
LISTING
The Company Shares are listed at Bombay Stock Exchange Limited and the
Madras Stock Exchange Limited and the necessary listing fees have been
paid to the stock exchanges. The Company made delisting application for
its securities from the Calcutta Stock Exchange Limited during the
second quarter. Subsequently companies securities was delisted with
effect from 25.05.2011 vide Exchange notice dated 24.05.2011.
PARTICULARS OF EMPLOYEES
None of the employees is covered under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975.
DEPOSITORY SYSTEM
CompanyÃs Shares are under compulsory demat mode and members are
requested to dematerialize their shares for operational convenience.
CORPORATE GOVERNANCE
Report on Corporate Governance along with Certificate thereon is
annexed herewith and forms part of our report.
RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board
hereby confirms:
a) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b) that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimate that 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 that period ;
c) that the Directors has taken proper and sufficient care 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;
d) that the Directors had prepared the annual accounts ongoing concern
basis.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The product manufactured by the Company is material intensive and not
power intensive. However, the thrust on energy conservation continues
and necessary measures for optimization of energy consumption have been
taken. The technology used is indigenous, neither any foreign exchange
was earned nor there was any outgo of foreign exchange during the
period under report. The quantitative and other details of the various
raw materials used are duly given in Notes on Accounts in Schedule 14
to the Statement of Accounts of the Company.
2. CONSUMPTION PER UNIT OF PRODUCTION
Since the CompanyÃs production is material intensive and not energy
intensive, the consumption of energy is at minimum levels.
3. RESEARCH AND DEVELOPMENT (R & D)
The Company has not spent any amount on Research & Development and
Technology Absorption. The Company is planning for marketing the
products through focused research and consumer feedback.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
co-operation received from the employees and support received from
various authorities under the Government of Orissa and Tamil Nadu, the
Companys Bankers, Business Associates. Your Directors also place on
record the whole-hearted support received from employees and
Shareholders of the Company.
By Order of the Board
For RCL Foods Limited
(Formerly known as Passari Cellulose Limited)
Sd/- Sd/-
Nitesh R Lodha Kushal Jain
Director Director
Place: Chennai
Date: 30.05.2011
Mar 31, 2010
The Directors have pleasure in presenting the 18th Annual Report
together with the Audited Statement of Accounts for the financial year
ended 31st March, 2010.
Financial Results (Rs. In 000)
31st March, 31st March,
2009 2010
profit/(Loss) before Interest,
Depreciation & Tax (581.22) 3950.89
Less: Interest 30.62 139.00
Profit/(Loss) before Depreciation
& Tax (611.84) 3811.89
Less: Depreciation (96.67) 384.83
Less: Diminution in value of
investments (221.20) (221.20)
PROFIT/(LOSS) FOR THE YEAR
BEFORE EXCEPTIONAL ITEMS (929.71) 3648.26
Income on account of one
time settlement of Loan -- 6705.48
Loss on Disposal of Undertaking -- (14181.47)
PROFIT/(LOSS) FOR THE YEAR (929.71) (3827.73)
BEFORE TAX
Less: Tax (7.50) (515.00)
Less: Provision for Deferred Taxation -- (73.73)
Profiti(Loss) after tax (937.21) (4269.00)
Deficit in Profit & Loss A/c.
Brought Forward (12929.98) (13867.19)
Carried Forward (13867.20) (18136.19)
Current Year and Future Prospects
Continuing the positive trend, your Company is trying to improve its
performance. The sales achieved during the financial year ended 31st
March 2010, was Rs. 5,05,07,930/- as against Rs. 6,49,950/- in the
previous year (for part of year). The profit before Depreciation & Tax
for the year ended 2010 was Rs. 38,11,890/- compared to the loss of Rs.
6,11,840/-for the year ended 2009.
Dividend
Your Directors express their inability to recommend any dividend for
the period under report.
Directors
Mr. Bafna Mahaveer Chand and Mr. D. Suresh Jain are liable to retire by
rotation, being eligible offers themselves for reappointment. Your
Board recommends their continuation.
Mr. Kushal Jain was appointed as Additional Director w.e.f. 20.10.2009.
Your Board of Directors recommends his continuation for better
prospects of the Company.
Company Secretary
Mr. K. Premnatha, Company Secretary resigned from the office with
effect from 03.04.2010.
Auditors
The retiring auditors M/s. Krishnan & Giri, Chartered Accountants,
Chennai have expressed their willingness to be appointed as a statutory
auditors of the Company and confirmed that if appointed, there
appointment would be within the limits prescribed 24 (1 B) of the
Companies Act, 1956.
The Comments of the Auditors in their report are self explanatory.
Deposit
The Company has not accepted any deposit pursuant to Section 58A of the
Companies Act, 1956.
Listing
The Company Shares are listed at Bombay Stock Exchange Limited and
Calcutta Stock Exchange Association Limited and the necessary listing
fees have been paid to the stock exchanges. However the Company is
taking steps to delist its securities from Calcutta Stock Exchange
Association Limited.
Particulars of Employees
None of the employees is covered under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975.
Depository System
Companys Shares are under compulsory demat mode and members are
requested to dematerialize their shares for operational convenience.
Corporate Governance
Report on Corporate Governance along with Certificate thereon is
annexed herewith and forms part of our report.
Directors Responsibility Statement:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board
hereby confirms:
a) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b) that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimate that 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 that period;
c) that the Directors has taken proper and sufficient care 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,
d) that the Directors had prepared the annual accounts on going concern
basis.
Particulars of Conservation of Energy. Technology Absorption & Foreign
Exchange Earnings and Outgo:
The product manufactured by the Company is material intensive and not
power intensive. However, the thrust on energy conservation continues
and necessary measures for optimization of energy consumption have been
taken. The technology used is indigenous, neither any foreign exchange
was earned nor there was any outgo of foreign exchange during the
period under report. The quantitative and other details of the various
raw materials used are duly given in Notes on Accounts in Schedule 14
to the Statement of Accounts of the Company.
INFORMATION PURSUANT TO SECTION 217 (1) (el
A. CONSERVATION OF ENERGY:
1. POWER AND FUEL CONSUMPTION:
1. Electricity Current Year Previous Year
(a) Unit 1957 545
Total Amount 11740 3270
Rate/Unit(Rs.) 6 6
(b) Own generation NIL NIL
(i) Through Diesel Generator
Unit
Units per Ltr. of Diesel Oil
Cost/ Unit
(ii) Through Steam turbine/generator Unit
Units per Ltr. of fuel oil/gas Cost/Unit
2. Coal (specify quality and where used) NIL NIL
Quantity Total Cost Average rate
3. Furnace Oil NIL NIL
Quantity (k Ltrs) Total amount Average Rate
4. Others/ internal generation (please
give details) NIL NIL
Quantity
Total Cost
Rate/Unit
2. CONSUMPTION PER UNIT OF PRODUCTION
Since the Companys production is material intensive and not energy
intensive, the consumption of energy is at minimum levels.
3. RESEARCH AND DEVELOPMENT (R & D)
The Company has not spent any amount on Research & Development and
Technology Absorption. The Company is planning for marketing the
products through focused research and consumer feedback.
Acknowledgement
Your Directors wish to place on record their appreciation for the
co-operation received from the employees and support received from
various authorities under the Government of Orissa and Tamil Nadu, the
Companys Bankers, Business Associates. Your Directors also place on
record the whole-hearted support received from employees and
Shareholders of the Company.
On Behalf of the Board
for Passari Cellulose Limited
Place: Chennai
Date : 14.06.2010
Sd/- Sd/-
D Suresh Jain Nitesh R Lodha
Director Whole Time Director
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