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Directors Report of Riddhi Siddhi Gluco Biols Ltd.

Mar 31, 2014

Dear Members,

We have pleasure in presenting the Twenty Third Annual Report along with the audited statements of Accounts of the Company for the year ended 31st March, 2014.

Financial Highlights: (Rs. in Lacs)

Particulars 2013-14 2012-13

Revenue from Operations 48604.44 47545.31

Profit before Exceptional Item, Finance Cost, Depreciation & Tax 3765.37 6499.54

Financial Expenses 755.09 760.71

Depreciation 2456.25 2868.79

Provision for Taxation 85.57 599.05

Net Profit for the period 468.47 2271.00

Operations:

The members are aware that the operations of the Company at present comprises of Wind Farm Business, Trading and Investment Activities. Revenue from these operations for the year ended March 31, 2014, was Rs. 48604.44 lacs against Rs. 47545.31 lacs in the previous year. Net Profit for the period was Rs. 468.47 lacs (Excluding accrued income of Rs. 7249.60 lacs from mutual funds which has not accounted for in the current year as per Accounting Standard-13) against Rs. 2271.00 lacs of previous financial year. Earning per share (EPS) for the year was Rs. 4.45 as against Rs. 23.48 in the previous year. Lower profit is mainly due to fluctuation in foreign currency in respect of ECB availed for the Wind Mill Power Project and substantially lower income from wind mills due to persistent grid problems in Tamilnadu and changes in wind pattern in Maharashtra and Gujarat.

Dividend:

Your directors recommended a dividend of Rs. 3/- per share of Rs. 10/- face value i.e. 30% on the paid up equity share capital of Company and dividend of 8% on non-cumulative redeemable preference shares of Rs. 500 lacs. The total outgo towards dividend would be Rs. 324.14 lacs (Excluding dividend tax).

Deposits:

During the period under review, the Company has not accepted Deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

Insurance:

Adequate insurance cover has been taken for both the movable and the immovable properties of the Company including Buildings, Plant & Machineries, and Stocks etc.

Buy Back of Equity Shares:

With an objective to reduce outstanding number of shares and return surplus funds to the shareholders of the Company in an efficient and investor friendly manner, the Board of Directors of the Company in their meeting held on 20th May, 2014 have recommended Buy-Back of up to 23,69,575 (Twenty Three Lacs Sixty Nine Thousand Five Hundred Seventy Five) equity shares of face value of Rs. 10 each (representing 25% of the paid-up equity capital of the Company) at the price not exceeding Rs. 450 (Rupees Four Hundred and Fifty only) per Equity Share payable in cash for a total consideration not exceeding Rs. 10663.09 lacs (Rupees One Hundred and Six Crores Sixty Three Lacs Nine Thousand only) through "Tender Offer" route as prescribed under the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, subject to necessary regulatory approvals.

Corporate Governance:

Your Company complied with the relevant provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement and Provisions of the Companies Act, 1956. A report on compliance with Corporate Governance forms a part of the Annual Report.

Listing:

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd. The Company has paid the listing and others payable fees for 2014-15.

Directors:

At the ensuing Annual General Meeting Mr. Sampatraj L. Chowdhary retire by rotation and being eligible offer himself for reappointment. In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of upto five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation.

Accordingly, it is proposed to appoint Mr. Pramod Zalani, Mr. R. Sathyamurthi and Mr. Jayprakash Maneklal Patel as Independent Directors of your Company up to 5 (five) consecutive years from the date of this Annual General Meeting.

There being no other changes in directorship of the Company during the year under review.

Directors Responsibility Statement:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, which requires company to give a Directors Responsibility Statement, your directors hereby confirm -

That in preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

That Company has selected Mercantile accounting policies 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 at the end of the financial year and of the profit or loss of the company for that period.

That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for the safeguarding the assets of the Company and for preventing and detecting fraud and other irregulations.

That the directors have prepared the Annual accounts on a going concern basis for the year ended on 31st March, 2014.

Energy Conservation, Technology and Foreign Exchange Earnings and Outgo:

The Wind Mills generate power from renewable sources (wind) and does not use fossil fuel.

For the year 2013-14, there is no foreign exchange earnings while outgo was Rs. 103.17 lacs being the interest paid on the Foreign Currency loan availed for the Wind Mills.

Particulars of Employees and Others:

Particulars regarding employees receiving remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum is given in Annexure-A to the Director''s Report.

Auditors:

M/s. Deloitte Haskins and Sells, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provsions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Deloitte Haskins and Sells, as statutory auditors of the Company for the financial year 2014-15 and 2015-16 subject to ratification of their appointment at every AGM.

The Company has received letters from M/s Deloitte Haskins and Sells- Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

Comment on Auditors'' Report:

1. The Statutory Auditors have qualified the account on the trade receivables of Rs. 7623.55 lacs pertaining to various commodities contract executed through brokers on the National Spot Exchange Limited (NSEL). As explained in Note 29 of the Annual Accounts, the Company has pursued legal action against NSEL through Investor Forum and various Statutory Agencies have been taking appropriate action on the recovery of dues from various borrowers of NSEL. The company therefore believes that the outstanding dues could be recovered over a period of time and hence no provision is required to be made as of March 31, 2014.

2. The Statutory Auditors have drawn attention to the low PLF of Wind Mills in operation, their opinion on the recoverable amount and provision of Impairment of Assets under Emphasis of Matter. However as explained in Note 33 of the Annual Accounts, the management is confident that the Recoverable amounts would be higher looking to the improvement in the work being carried out by the Electricity Board in strengthening the internal grid, connection of Southern grid to the National grid and expected improvement in operational efficiencies. Hence management has decided that view could be taken on the provisioning for Impairment of Assets at a later date after observing the performance of the wind mills.

Acknowledgements:

Your Directors are grateful to various stakeholders - banks, shareholders, vendors, other business partners and employees for their continued support during the year under review. The Management places on record its deep appreciation to all those associated with the Company and their continued support.

For and on behalf of the Board of Directors

Place : Ahmedabad Sampatraj L. Chowdhary Date : 20th May, 2014 Chairman Registered office: DIN:00025834 701, Sakar-I, Opp. Gandhigram Railway Station, Ashram Road, Ahmedabad - 380 009


Mar 31, 2013

Dear Members,

The have pleasure in presenting the Twenty Second Annual Report along with the audited statements of Accounts of the Company for the year ended 31st March, 2013.

Financial Highlights:

(Rs. in Lacs)

Particulars 2013 2012

Revenue from Operations 47545.31 2369.90

; Profit before Exceptional Item, Financial Expenses Depreciation, & Taxation 6917.07 1220.99

Financial Expenses 1178.23 2566.24

Depreciation 2868.79 , 2576.23

Provision for Taxation 599.05 1337.01

Profit /(Loss) after Tax from continuing operations. 2271.00 (5258.49)

Net Profit from Discontinued operations - 11020.60

Profit for the year 2271.00 5762.10

Operations:

The members are aware that the Company in the last year had demerged and transferred the Corn Wet Milling business into a New Company in which a French company has majority stake. The funds received in the process are utilized in the Trading and Investment activities pending identification of New project in the Company. The continuing operations of the company at present comprises of Wind Farm Business, Trading and Investment Activities and revenue from these operations for the year ended 31st March, 2013, was Rs.47545.31 lacs against Rs.2369.90 lacs of the previous year. Net Profit from continuing operations was Rs. 2271 lacs against loss of Rs. 5258.49 lacs of previous financial year. Earning per share (EPS) for the year was Rs.23.48.

Dividend:

Your directors recommended a dividend of Rs. 10/ per share of Rs. 10/- face value i.e. 100% on the paid up equity share capital of Company and dividend of 8% on non-cumulative redeemable preference shares of Rs. 500 lacs. The total outgo towards dividend would be Rs. 987.13 lacs. (Excluding dividend tax)

Deposits:

During the period under review, the Company has not accepted Deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

Insurance:

Adequate insurance cover has been taken for both the movable and the immovable properties of the Company including Buildings, Plant & Machineries, and Stocks etc.

Corporate Governance:

Your Company complied with the relevant provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement and Provisions of the Companies Act, 1956. A report on compliance with Corporate Governance forms a part of the Annual Report.

Listing:

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd. The Company has paid the listing and others payable fees for 2013-14.

Directors:

At the ensuing Annual General Meeting, Mr. R. Sathyamurthi and Mr. Pramod Kumar Zalani retire by rotation and being eligible offer themselves for reappointment.

There being no other changes in directorship of the Company during the year under review.

Directors'' Responsibility Statement:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, which requires company to give a Directors'' Responsibility Statement, your directors hereby confirm:-

That in preparation of annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure.

That Company has seLected Mercantile accounting policies 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 at the end of the financial year and of the profit or loss of the company for that period.

That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for the safeguarding of the assets of the Company and for preventing and detecting fraud and other irregulations.

That the directors have prepared the Annual accounts on a going concern basis for the year ended on 31sl March, 2013.

Energy Conservation, Technology and Foreign Exchange Earnings and Outgo:

The Wind Mills generate power from renewable sources (wind) and does not use fossil fuel.

For the year 2012-13, there is no foreign exchange earnings, while the outgo was Rs. 729.33 lacs being the interest paid on the Foreign Currency loan availed for the Wind Mills.

Particulars of Employees and Others:

Particulars regarding employees receiving remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum is as under:

Note: The remuneration paid to Mr. Sampatraj Chowdhary is for a period of 9 Months i.e. from July, 2012 to March, 2013.

Auditors:

The Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and offer themselves for reappointment. The Auditors have confirmed that if appointed their appointment would be within the limit stated in Section 224 of the Companies Act, 1956

Comment on Auditors'' Report:

The Statutory Auditors have drawn attention to the matter related to search, survey and seizure by the Income Tax Department in September 2011, consequential disclosures made by the Company and uncertainty of any further tax liability that may arise under Emphasis of Matter in their audit report for the year ended 31st March, 2013. As explained in the Note 30 of the Annual Accounts, the Company has provided the disclosures in the accounts for the Year ended 31st March, 2012 and return of Income for the Assessment Year 2012-13 has been filed. The assessment is pending and the Management does not anticipate any further tax liability.

Acknowledgements:

Your Directors are grateful to various stakeholders - banks, shareholders, vendors, other business partners and employees for their continued support during the year under review. The Management places on record its deep appreciation to all those associated with the Company and their continued support.



For and on behalf of the Board of Directors

Place : Ahmedabad

Date : 23rd May, 2013 Chairman

Registered office:

701, Sakar-I,

Opp. Gandhigram Railway Station,

Ashram Road, Ahmedabad - 380 009


Mar 31, 2012

Dear Members,

The have pleasure in presenting the Twenty First Annual Report along with the Audited Statements of Accounts of the Company for the year ended March 31, 2012.

Financial Highlights :

(Rs. in Lacs)

Particulars 2012 2011

Revenue from Continuing Operations and other Income 2369.90 778.36

Profit before Exceptional Item, Financial Expenses, Depreciation, & Taxation 1220.99 250.52

Finance Cost 2566.24 241.99

Depreciation 2576.23 302.11

Provision for Taxation 1337.01 -

Profit /(Loss) after Tax from Continuing Operations. (5258.49) (293.58)

Net Profit from Discontinued Operations 11020.60 1672.42

Profit for the year 5762.10 16448.84

Operations :

The Hon'ble High Court of Gujarat vide its order dated February 7, 2012 has approved the Scheme of Arrangement ("the Scheme") in the nature of Demerger and Transfer of Demerged Undertaking of the Company to Riddhi Siddhi Corn Processing Private Limited ("RSCPPL") The Appointed Date as per the Scheme is October 1, 2011 and the Effective Date is May 29, 2012 (the date the said order has been filed with the Registrar of Companies, Gujarat). Accordingly, the Company's Corn Wet Milling business along with its assets and liabilities has been transferred to RSCPPL from the Appointed Date October 1, 2011 and Company has received the consideration as per the sanctioned scheme. Further as per the sanctioned scheme the 16,63,100 equity shares held by M/s Roquette Freres were cancelled and accordingly Company's paid up capital stands reduced by Rs. 166.31 Lacs.

The results of discontinued operations for the six months upto September 30, 2011 has been included in Profit and Loss Account Statement, while working for the profit of the year. The details of discontinued operations are as below:

(Rs. in Lacs)

Year ended March 31 2012 2011

Revenue 52,726.61 99,819.61

Expenses 44,368.60 74,164.10

Profit from Discontinued Operations 8,358.01 25,655.51

Finance Cost 2,109.81 1,440.59

Depreciation 1,129.44 2,210.78

Exceptional Item 1,609.75 -

Profit before Tax 6,728.51 22,004.14

Provision for Tax (4292.08) 5,261.72

Profit After Tax 11,020.59 16742.42

The continuing operations mainly consist of Wind Farm Business and Trading Activities. Total revenue of continuing operations was Rs.2369.90 lacs against Rs.778.36 lacs of the previous year. Net loss from continuing operations was Rs.5258.49 lacs against Rs.293.58lacs of previous financial year. Loss is mainly on account of foreign currency fluctuation, delays in optimizing the operation of Wind Farms and deferred tax provisions. Your management is working toward optimizing the operations of wind farms and hopeful of getting better results in the current financial year.

Dividend :

Your directors recommended a dividend of Rs. 25/- per share of Rs. 10/- face value i.e. 250% on the paid up equity share capital of Company and dividend of Rs. 8% on non-cumulative redeemable preference shares of Rs. 500 lacs. The total outgo towards dividend would be Rs. 2409.58 lacs. (excluding dividend tax).

Deposits :

During the period under review, the Company has not accepted Deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

Insurance :

Adequate insurance cover has been taken for both the movable and the immovable properties of the Company including Buildings, Plant & Machineries, and Stocks etc.

Corporate Governance :

Your Company complied with the relevant provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement and Provisions of the Companies Act, 1956. A report on compliance with Corporate Governance forms a part of the Annual Report.

Listing :

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd. The Company has paid the listing and other payable fees for 2012-13.

Directors :

At the ensuing Annual General Meeting Mr. Sampatraj L. Chowdhary and Mr. Mukesh Kumar Chowdhary retire by rotation and being eligible, offer themselves for reappointment.

Mr. Marc Roquette has resigned from the directorship of the Company w.e.f. May 28,2012 and Mr. Jayprakash M. Patel was appointed as an Additional Director w.e.f. October 18,2012.

Directors Responsibility Statement :

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, which requires company to give a Directors Responsibility Statement, your directors hereby confirm -

That in preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

That Company has selected Mercantile Accounting policies 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 at the end of the financial year and of the profit or loss of the company for that period.

That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for the safeguarding the assets of the company and for preventing and detecting fraud and other irregulations.

That the annual accounts have been prepared on a going concern basis.

Energy Conservation:

Pursuant to the transfer of Wet Corn Milling Business only Wind Farm Business remains with the Company. As the Wind Mill generates power from renewal resources i.e. from winds and does not use fossils fuel, naturally conserves energy.

Particulars of Employees and Others :

Particulars regarding employees receiving remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum is given in Annexure- A to the Director's Report.

Auditors :

The shareholders in Extra Ordinary General Meeting held on August 27,2012, approved the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants for financial year 2011-12. The Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and offer themselves for reappointment. The Auditors have confirmed that if appointed their appointment would be within the limit stated in Section 224 of the Companies Act, 1956

Comment on Auditors' Report :

The statutory auditors qualified their audit report for the year ended March 31, 2012 in respect of consequential effect, if any, of the transactions recorded during the year, relating to unaccounted income of Rs.1,609.75 lacs under section 132(4) of the Income Tax Act, 1961 and utilisation thereof of Rs.1,609.75 lacs towards land development costs, in the absence of their ability to perform any review procedures as regards said transactions as per the accepted Standards of Auditing issued by the Institute of Chartered Accountants of India and accordingly their inability to comment on the same. The management proposes to take appropriate steps to adequately support their stand before the appropriate authority in due course of time.

Foreign Currency Earned and Used :

The details of foreign Currency Earned and Used for discontinued operations is as under;

(Rs. in Lacs)

Particulars 2011-12 2010-11

a. Foreign Exchange earned 6210.11 6962.12

b. Foreign Exchange Used

- Raw materials 41.32 112.28

- Capital Goods 27.05 85.38

- Stores and Spares 71.09 104.58

Appreciation :

The Company places on record its deep appreciation for all those who are associated with the Company and have continued their support towards the growth and stability of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad

Date : October 18, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors are pleased to present the twentieth annual report and audited accounts of your Company for the year ended 31/03/2011.

Financial highlights (Rs. lacs)

Year ended March 31 2011 2010

Sales and other operational income 1,00,684.87 74,783.37

Profit before interest, depreciation and tax (PBIDT) 25,906.86 12,146.52

Less

Financial expenses 1,682.58 2,082.65

Depreciation 2,512.89 2,422.94

Profit before tax 21,711.39 7,640.93

Provision for taxation 5,262.55 3,723.43

Profit after tax and exceptional items 16,448.84 3,921.92

Profit available for appropriation 23,403.25 8,152.95

Appropriations

Proposed dividend - Preference capital 40.00 40.00

- Equity capital 1,391.80 557.07

Tax on dividend (equity and preference) 232.27 101.47

General reserve 2,000.00 500.00

Balance carried forward 19,739.18 6,954.41

Performance

The country's economic scenario for the financial year remained good, reflecting robust growth in GDP of 8.5% as against 8% in the previous year. However, rising commodity and food prices escalated inflation to newer heights with uncertainties still prevalent in the European countries, which in turn is affecting market sentiments. The Indian government and the RBI are taking appropriate steps to contain inflation, which may for a temporary period result in slower growth rate. For the year FY2012, RBI estimated a GDP growth rate of 8%, on the expectation of near normal monsoon.

Your Company, realising these micro and macro economic challenges, has taken proactive measures to improve operational efficiencies of manufacturing units and also plan well ahead for the future of the Company, as reflected in the Company's financial performance.

Turnover of Rs. 1,00,684.87 lacs for financial year 2010, a 34.64% growth

Production of 3,56,639.51MT finished goods, a 11.14% improvement

PBDIT at Rs. 25,906.86 lacs, growth of 113.29%

PAT at Rs. 16,448.84 lacs, a 319.41 % growth

Exports

The Company's conscious efforts to increase export of its products yielded an export turnover Rs. 6962.12 lacs in FY2011 as against Rs. 5,752.16 lacs in the previous year, a growth of 21%. The Company's products are exported to 29 countries across the world including Japan, Thailand, Kenya, Egypt, U.A.E., Jordan, Sri Lanka, Indonesia and the US, among others.

Dividend

Your Directors recommended a dividend of Rs.12.5 per share of Rs.10 face value i.e.125% on the paid-up equity share capital of Rs.1,113.79 lacs and a dividend of 8% towards the non- cumulative redeemable preference shares of Rs. 500 lacs. The total outgo towards the dividend would be Rs.1,431.80 lacs (excluding dividend tax).

Diversification

During 2010-11, your management decided to diversify into other areas of activity that could provide better opportunities in the future. Accordingly, your management decided to go into the power sector which is in shortage and much needed by the country. Further, looking into various complexities, it has been decided to focus on power generation from non-conventional energy sources specifically wind power. The recent damage to the nuclear plant in Japan pursuant to earthquake and tsunami will vindicate our decision. As a first step, your management has decided to set up wind farms in Tamil Nadu, Maharashtra and Gujarat, with an aggregate capacity of 33.15 MW. Of these, 7.65MW has been commissioned and the balance is expected to be commissioned by July 2011. Plans are afoot to add further capacities in the coming years.

Other initiatives

As you all are aware that the management decided to de-merge the starch business and transfer the same along with the assets and liabilities pertaining to the manufacturing facilities at Viramgam, Gokak and Pantnagar into a subsidiary company in which Roquette Freres shall have majority stake with the option to buy all the shares held/to be held by the Company in the subsidiary.

The proceeds from Roquette Freres will increase the Company's net worth and invigorate its growth in other opportune areas of business, apart from the development of wind farms. The management, at an appropriate time, will give a brief about the new business.

Corporate Governance

Your Company complied with the relevant provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement and provisions of Companies Act, 1965. A report on compliance with Corporate Governance forms a part of the annual report.

Directors

Shri P. G. Zalani and Shri R. Sathyamurthi, Director of the Company, retires by rotation and being eligible, offer themselves for reappointment.

Listing

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd. The Company has paid the listing and other payable fees for 2011-12.

Director's responsibility statement

As required by Section 217(2AA) of the Companies Act, 1956, your Directors state:

That in the preparation of annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures

That the Directors have selected such accounting policies and applied them consistently and made estimates and judgements 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

That the Directors have taken proper and sufficient care 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

That the annual accounts have been prepared on a going concern basis

Energy, technology and foreign exchange

As part of its continuing efforts to conserve energy, your Company is implementing a project for the generation of power from effluents. Details of energy conservation, R&D activities undertaken and foreign exchange earned in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, are given in Annexure 'A' to the Directors' Report.

Particulars of employees

Apart from the functional Directors, whose remuneration details are given in the Corporate Governance report, no other employees fall under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and amended from time to time.

Auditors

In terms of the provisions of Companies Act, 1956, M/S Ghatalia & Co., present auditors of the Company, retire at the ensuing Annual General Meeting and offer themselves for reappointment. The Company has received letters from them confirming that their appointment, if made, would be within the prescribed limit under Section 224(1-B) of the Companies Act 1956.

Acknowledgements

Your Directors place on record their appreciation for the contributions made by all employees in the progress of your Company. Your Directors also take this opportunity to acknowledge with sincere gratitude, the support extended by the Company's bankers, financial institutions, business associates and valued shareholders.

For and on behalf of the

Board of Directors,

Place: Ahmedabad

Date: 12/05/2011 Chairman














Mar 31, 2009

The Directors are pleased to present the 18th Annual Report and audited accounts of your Company for the year ended 31/03/09.

Financial highlights

(Rs. lacs)

Year ended 31/03 2009 2008

Sales and other operational income 53,399.03 33,239.97

Profit before interest, depreciation and tax (PBIDT) 6,227.87 5,462.75 Less

Financial expenses 2,601.99 1,249.05

Depreciation 1,472.82 1,261.86

Profit before tax 2,153.05 2,951.83

Provision for taxation 717.73 1,007.32

Profit after tax and exceptional items 1,398.75 1,989:24

Amount available for appropriation 4,938.35 4,477.32

Appropriations

Proposed dividend -Preference capital 40.00 40.00

-Equity capital 222.69 334.13

Tax on dividend (equity and preference) 44.64 63.58

General reserve 400.00 500.00

Balance carried forward 4,231.02 3,539.60



Performance

The Companys performance, considering the overall economic condition, continued to be positive. However, there was a pressure on margins owing to an increase in the price of the essential raw materials and other inputs.

* Your Company achieved a gross turnover of Rs. 53,399 lacs for 2008-09, as against turnover of Rs. 33,239 lacs showing growth of about 61%.

* Your Company produced finished goods at 2,68,185 MT, which was also higher than the previous year, showing a growth of about 77% over the previous year.

* The PBDIT at Rs. 6,227.87 lacs was higher than that of previous years figure of Rs. 5,462.75 lacs.

* The PAT (impact after exceptional items) however, was lower at Rs. 1,398.75 lacs.

Exports

* The export turnover increased from Rs. 2,359 lacs in 2007-08 to Rs. 5,400.01 lacs in 2008-09. The thrust on export, that started a few years back, has started to show positive results with addition of new markets and increasing market share with respect to the existing ones. This would substantially help the Company in increasing its volumes and profitability.

Dividend

Your Directors have recommended a dividend of 20% on the equity share capital of Rs. 1,114.14 lacs. Besides, the Board also recommended a dividend of 8% towards the non-cumulative redeemable preference shares. The total outgo towards the dividend would be Rs. 262.69 lacs (excluding dividend tax).

Raw material

The Companys procurement policy for corn was countered to a larger extent despite an increase resulting from the fixation of minimum support price (MSP) for corn by the government. With larger procurement during the season, the Company ensured continuous supply of maize to support its production plan and meet its marketing requirement.

Corporate Governance

Your Company complied with the relevant provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement and provisions of Companies Act, 1956. A report on compliance of Corporate Governance forms a part of the Annual Report.

Directors

Mr. Marc Roquette and Mr. Pramod Kumar G. Zalani, Directors of the Company, retire by rotation and being eligible, offer themselves for reappointment. During the year, the appointment of the Managing Director and Wholetime Directors was reviewed by the Remuneration Committee and the Board. The same will be put up for the approval of the shareholders at the ensuing Annual General Meeting.

Listing

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd and the Company has paid the listing and other payable fees for the year 2009-10.

Directors responsibility statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state that

* In the preparation of annual accounts, applicable accounting standards were followed along with proper explanation relating to material departures

* The Directors selected such accounting policies and applied them consistently and made estimates and judgements that were 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.

* The Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities.

* The annual accounts were prepared on a going concern basis.

Energy, technology and foreign exchange

As a part of continuing efforts to conserve energy, your Company is implementing a project for generation of power form effluents. Details of energy conservation, R&D activities undertaken and foreign exchange earned in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, are annexed with the Directors Report.

Particulars of employees

Employees whose remuneration fall under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and amended from time to time is annexed with this Report.

Auditors

The auditors, Mehta Lodha & Company, Chartered Accountants, retire at the ensuing Annual General Meeting. They have, however, shown their inability to continue as statutory auditors of the Company. The Board has proposed the appointment of M/s S. V. Ghatalia & Associates, Chartered Accountants, as statutory auditors for the financial year 2009-10. The Company received a letter from M/s S. V. Ghatalia & Associates, Chartered Accountants confirming that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

Auditors, in their report, pointed out that the Companys has an internal audit system commensurate with the size and nature of its business; however, the same is required to be further strengthened with regard to the scope, reporting and its compliance. The Board is of the opinion that the scope provided and the present internal audit system is suitable and adequately covers the Companys requirements.

Acknowledgements

Your Directors place on record their appreciation for the contributions made by all employees in the progress of your Company. Your Directors also take this opportunity to acknowledge with sincere gratitude, the support extended by the Companys bankers, financial institutions, business associates and valued shareholders.

For and on behalf of the Board of Directors Chairman

Place:Ahmedabad Date:25/06/09



 
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