Mar 31, 2015
The Directors have pleasure in presenting the 21st Annual Report
together with the Audited Statement of accounts of your Company for the
year ended 31st March 2015:
1. FINANCIAL HIGLIGHTS:
(Rs. in Lacs)
Particulars 2014-2015 2013-2014
Sales & Other Income 767.52 950.15
Total Expenditure 651.48 650.62
Earning Before Finance Cost, Tax, Exceptional
Items, 116.04 299.54
Depreciation and Amortization Expenses
Less: Financial Costs 0.51 3.41
Depreciation and Amortization Expenses 68.80 124.91
Exceptional Items 99.45 10.77
Profit Before Extra-Ordinary Items & Tax (52.72) 160.45
Less: Current Tax 50.68 90.00
Deferred Tax (5.55) (95.19)
Profit (Loss) for the year (97.85) 165.65
Basic & Diluted Earnings Per Equity Share of
Face Value of Rs.10 each (0.88) 1.49
2. DIVIDEND
The Board of Directors has decided not to declare Dividend for the year
ended 31st March 2015.
3. PERFORMANCE
Company's Overall Performance
During the year under review, your Company has received income from
operations amounting to Rs.767.52 Lacs as compared to Rs. Rs.950.15
Lacs in the previous year. Your Company has incurred losses after taxes
are of Rs. 97.85 Lacs as compared to profit of Rs. 165.65 Lacs in the
previous year.
Segment wise Performance
Soya Division
The Company has discontinued soya business activity for Refined Oil &
Soya Products at its plants located at Village Dakachya, Tehsil Sanwer,
District Indore and company had closed its soya division in financial
year 2012-13.
The revenue of your Company's Soya Division Rs. 6.61 Lacs as against
Rs. 18.30 Lacs in the previous year and incurred losses Rs.134.08 Lacs
as against Rs. 159.13 Lacs during the previous year.
The revenue of the soya division comprises mainly of Profit on Sale of
Fixed Assets of the division and loss is attributable mainly to Loss on
Sale of fixed assets, diminution on fixed assets and other
administrative expenses.
Welding Division
During the year under review, the revenue of your Company's Welding
Division was Rs. 534.33 Lacs as against Rs. 611.16 Lacs in the previous
year and incurred losses of Rs. 24.46 Lacs during this period as
against proft of Rs. 111.16 Lacs during the previous year.
Real Estate Division
During the year under review, the revenue of your Company's Real Estate
Division was Rs. 118.53 Lacs as against Rs. 219.33 Lacs in the previous
year and earned profit of Rs.75.03 Lacs during this period in
comparision to a profit of Rs. 145.21 Lacs during the previous year.
Investment Division
As per segment reporting requirements, your company has identified a
segment i.e. Investment division and all the activities relating to
investment in shares and loans etc. are carried in its investment
division. During the year under review your company has earned income
of Rs. 94.55 Lacs in comparision to a profit of Rs. 84.36 Lacs in the
previous year.
4. MANAGEMENT DISCUSSIONS AND ANALYSIS
Outlook
Your Company has three distinct businesses viz. Welding Electrodes,
Real Estate and Investment division. The modus operandi of these three
businesses is different in terms of the nature of the products,
customers profile, challenges and growth avenues.
Welding Industry Scenario:
In view of the growing industrialization and expenditure on
infrastructure, we expect a buoyant demand for welding materials in
India.
Real Estate:
The Real Estate scenario is very encouraging in Indore and Dewas.
5. SUSBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
The Company has no Subsidiaries, Joint Venture and any Associate
Company. The Policy for determining material subsidiaries as approved
may be accessed on the Company's website at the link: http://www.sam-
industries.com .
6. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act, 2013 the term
Internal Financial Control (IFC) means the policies and procedures
adopted by the company for ensuring the orderly and efficient conduct
of its business, including adherence to 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 information.
The Company has a well placed, proper and adequate internal control
system, which ensures, that the efficiency and profitability of
operations, the reliability of information, adhering to rules
regulations, that all assets are safeguarded and protected, and that
the transactions are authorized, recorded and reported regularly and
correctly.
7. FIXED DEPOSIT
Your Company has not accepted any public deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014 during the financial
year 2014-15.
8. DIRECTORS
APPOINTMENT:
Your Board had appointed Mrs. Gitanjali A. Maheshwari (DIN: 00094596)
on 14th August 2014 as an additional director in the company and in the
AGM held on 29th Septmeber 2014 member approved her appointment in
category of promoter and whole time director of the Company.
Your Board had appointed Mr. Kishore Kale (DIN: 01743556) on 13th
November 2014 as an additional director of the Company and he shall
hold office up to the date of the ensuing Annual General Meeting. The
Company has received requisite notice in writing from a member
proposing Mr. Kishore Kale for appointment as a Director.
In accordance with Section 152 of the Companies Act, 2013, Mr. Ashutosh
A. Maheshwari will retire by rotation at the ensuing Annual General
Meeting and are eligible for re-appointment.
RESIGNATION:
Mr. Bhanu Prakash Inani, Independent Director of the Company had
resigned and his resignation was accepted on 14th August 2014. The
Board appreciates his valuable support and guidance to the Company
during the tenure of his Directorship.
Mr. Anil Maloo, Executive Director of the Company had resigned and his
resignation was accepted wef 1st December 2014. The Board appreciates
his valuable support and guidance to the Company during the tenure of
his Directorship.
9. AUDITORS
Messrs M. Mehta & Company, Chartered Accountants, (Firm Reg. No.
000957C) who are the statutory auditors of the Company, hold office
till the conclusion of the ensuing Annual General Meeting and being
eligible have consented and offered them-selves for re-appointment.
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules framed thereunder, it is proposed to appoint Messrs M.
Mehta & Company, Chartered Accountants, as Statutory Auditors of the
Company from the conculsion of the forthcoming AGM till the conclusion
of 23rd AGM to be held in the year 2017, subject to the ratification of
their appointment at every AGM. You are requested to consider their
re-appointment.
10. AUDITORS REPORT
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
11. CORPORATE GOVERNANCE
Corporate Governance is an ethically driven business process that is
committed to values aimed at enhancing an organizations brand and
reputation. The new Companies Act, 2013 and amended Listing Agreement
have strengthened the governance regime in the country. The Company is
in compliance with the governance requirements provided under the new
law and had proactively adopted many provisions of the new law, ahead
of time. The Company is committed to maintain the highest standards of
corporate governance and adhere to the corporate governance
requirements set out by SEBI.
Your Company has complied with the requirements of corporate governance
as per clause 49 of the Listing Agreements with the Stock Exchanges. A
detailed report on Corporate Governance is annexed to this Annual
Report. A certificate from the Statutory Auditors of the Company
regarding compliance of conditions of corporate governance has been
obtained and is enclosed with this Report.
A Certificate of the Whole time Director, appointed in terms of
Companies Act, 2013 and CFO of the Company in terms of sub-clause IX of
Clause 49 of Equity Listing Agreement, inter alia, confirming the
correctness of the financial statements and cash flow statements,
adequacy of the internal control measures and reporting of matters to
the Audit Committee, is also annexed.
12. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of secion 134(3)(c) of the Commpanies
Act, 2013, your Directors state that Â
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, had been followed and there are
no material departures from the same;
b) the directors had selected such 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 as at March 31, 2015 and of the profit and loss of the
Company for the year ended on that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a 'going concern'
basis;
e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARININGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, is set out herewith as Annexure to this Report.
14. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of
loans, guarantees or investments provided by the Company under Section
186 of the Act as at the end of the Financial Year 2014-15 are
disclosed in the Note to the Financial Statement attached with the
Board Report.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
16. KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 are as follows:
Mr. Ashutosh A. Maheshwari, Chairman (DIN:00094262)
Mrs. Gitanjali A. Maheshwari, Whole time Director (DIN: 00094596)
(w.e.f. 14.08.2014)
Mr. Gopal Prasad Shrivastava, Chief Financial Officer (w.e.f.
14.08.2014)
Mr. Navin S. Patwa, Company Secretary
17. NUMBER OF MEETINGS OF THE BOARD
The details of the number of Board and Audit Committee meetings of the
Company are set out in the Corporate Governance Report which forms part
of this Report.
18. DISCLOSURE BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules
made there under, the Company has not formulated an internal policy on
aforesaid Act during the year, since there were no women employee.
20. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134 (3) (a) of the
Companies Act, 2013, the extract of Annual Return as on March 31, 2015
in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the
Companies Act, 2013 and Rule 12 (1) of the Companies (Management and
Administration) Rules, 2014 is attached herewith as Annexure and forms
part of this Report.
21. AUDIT COMMITTEE
The Audit Committee as on March 31, 2015 comprises Mr. Santosh Muchhal,
Independent Director, Mr.
Ritesh Kumar Neema, Independent Director and Mr. Yogendra Vyas,
Independent Director Further, all recommendations of Audit Committee
were accepted by the Board of Directors.
22. VIGIL MECHANISM
The Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors has
formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49
of the Listing Agreement. The policy provides for a framework and
process whereby concerns can be raised by its employees against any
kind of discrimination, harassment, victimization or any other unfair
practice being adopted against them.
23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2014-15, the Company has entered into
transactions with related parties as defined under Section 2 (76) of
the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, which were in the ordinary course of
business and on arms' length basis and in accordance with the
provisions of the Companies Act, 2013, Rules issued there under and
Clause 49 of the Listing Agreement. During the financial year 2014-15,
there were no transactions with related parties which qualify as
material transactions under the Listing Agreement.
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, the Company has formulated a Policy on Related Party
Transactions which is also available on Company's website at
www.sam-industries.com . The Policy intends to ensure that proper
reporting; approval and disclosure processes are in place for all
transactions between the Company and Related Parties.
24. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
25. INDUSTRIAL RELATIONS
Relation between the Management and its employees has been cordial.
Your Directors place on record their appreciation of the efficient and
loyal services rendered by the employees of the Company at all levels.
26. DISCLOUSER RELATING TO REMUNERATION OF DIRECTORS:
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement in the said rules is
given below:
Gitanjali A. Maheshwari, whole time Director: Remuneration in Rs. 37.50
Lacs.
27. RISK MANAGEMENT
Company has properly analyzed and identified the key business risk area
and a Risk Mitigation process. Company had extensively exercised at
regular intervals to identify, evaluate, manage and monitor all
business Risk. Company has also framed an elaborate Risk Management
policy.
28. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR.
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of the report
29. TRANSFER TO RESERVES:
The Board do not proposes to transfer any amount to reserves.
30. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. Manish
Maheshwari, Practicing Company Secretary to conduct the Secretarial
Audit of the Company. The Secretarial Auditor reported that the Company
has not filed Form MGT-14 dated 31st Janaury 2015 regarding appointment
of Internal Auditor under section 138 of the Companies Act, 2013. The
Board of Directors will take necessary action for submission the same.
31. ANNUAL EVALUATION OF BOARD'S PERFORMANACE
In accordance with the provisions of schedule IV of the company Act,
2013, a separate meeting of the independent Directors was held on 14th
February, 2015. Without the attendance of Non independent Directors and
Members of the Management the committee has reviewed the performance
and effectiveness of the Board of in the meeting as a whole for the
Financial Year 2014-2015.
32. ACKNOWLEDGEMENT
The Directors wish to convey their appreciation for the co-operation
received from Your Company's bankers and various Government agencies.
The Directors also wish to thank the Shareholders, Employees, Customers
and Suppliers for their support and co-operation.
For and on behalf of the Board of Directors
Ashutosh A. Maheshwari
Indore, 28th September, 2015 Chairman
DIN: 00094262
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 20th Annual Report
together with the Audited Statement of accounts of your Company for the
year ended 31st March 2014:
1. FINANCIAL RESULTS : (Rs. in Lacs)
Particulars 2013-2014 2012-2013
Sales & Other Income 950.15 1384.28
Total Expenditure 650.62 860.36
Earning Before Finance Cost, Tax, Exceptional
Items, Depreciation and Amortization Expenses 299.54 523.91
Less: Financial Costs 3.41 8.33
Depreciation and Amortization Expenses 124.91 138.64
Exceptional Items 10.77 0.00
Profit Before Extra-Ordinary Items & Tax 160.45 376.94
Current Tax 90.00 154.28
Deferred Tax (95.19) (28.69)
Profit (Loss) for the year 165.65 251.35
Basic & Diluted Earnings Per Equity Share of
Face Value of Rs.10 each 1.49 2.27
2. DIVIDEND
The Board of Directors has decided not to declare Dividend for the year
ended 31st March 2014, to conserve the resources of the Company & to
maintain the liquidity of the Company.
3. PERFORMANCE
Company''s Overall Performance
During the year under review, your Company has received income from
operations amounting to Rs.950.15 Lacs as compared to Rs. 1384.28 Lacs
in the previous year. Your Company has earned a profit after tax of Rs.
165.65 Lacs as compared to Rs. 251.35 Lacs in the previous year.
Segment wise Performance
Soya Division
The Company has discontinued soya business activity for Refined Oil &
Soya Products at its plants located at Village Dakachya, Tehsil Sanwer,
District Indore and company had closed its soya division in financial
year 2012-13.
The revenue of your Company''s Soya Division Rs. 18.30 Lacs as against
Rs. 114.96 Lacs in the previous year and incurred losses Rs.159.13 Lacs
as against Rs. 158.65 Lacs during the previous year.
The revenue of the soya division comprises of mainly Profit on Sale of
Fixed Assets of the division and loss is attributable mainly to Loss on
Sale of fixed assets, diminution on fixed assets and other
administrative expenses.
Welding Division
During the year under review, the revenue of your Company''s Welding
Division was Rs. 611.16 Lacs as against Rs. 673.29 lacs in the previous
year. Its profit of Rs. 111.16 Lacs during this period, against Rs.
108.98 Lacs during the previous year,
Real Estate Division
During the year under review, the revenue of your Company''s Real Estate
Division was Rs. 219.33 Lacs as against Rs. 479.85 lacs in the previous
year. Its profit of Rs.145.21 Lacs during this period, against Rs.
336.66 Lacs during the previous year .
Investment Division
As per segment reporting requirements, your company has identified a
segment i.e. Investment division and all the activities relating to
investment in shares and loans etc. are carried in its investment
division. During the year, under review your company has earned income
of Rs. 84.36 Lacs as against Rs. 111.89 Lacs in the previous year from
Investment activity.
5. INTERNAL CONTROL SYSTEM
Your Company has adequate internal control procedures relating to
purchase of raw material, stores, components, etc., commensurating with
the size of the Company and the nature of its business.
6. FIXED DEPOSIT
Your Company has not accepted any public deposit under Section 58A of
the Companies Act, 1956 during the year.
7. DIRECTORS
Your Board had appointed Mrs. Gitanjali A. Maheshwari as an additional
director of the Company and she shall hold office up to the date of the
ensuing Annual General Meeting. The Company has received requisite
notice in writing from a member proposing Mrs. Gitanjali A. Maheshwari
for appointment as a Director.
In accordance with Section 152 of the Companies Act, 2013, Mr. Anil
Maloo will retire by rotation at the ensuing Annual General Meeting and
are eligible for re-appointment.
Our non-executive (independent) directors were appointed as directors
liable to retire by rotation under the provisions of the erstwhile
Companies Act, 1956. The Board of Directors has been advised that
non-executive (independent) directors so appointed would continue to
serve the term that was ascertained at the time of appointment,
therefore, it stands to reason that only Mr. Santosh Muchhal non-
executive (independent) director who will complete their present term
at the ensuring Annual General Meeting of the Company, being eligible
and seeking re-appointment be considered by the shareholders for
re-appointment for a term as per resolutions.
Mr. Bhanu Prakash Inani, Independent Director of the Company had
resigned and his resignation was accepted on 14th August 2014. The
Board appreciates his valuable support and guidance to the Company
during the tenure of his Directorship.
8. AUDITORS
Messrs M. Mehta & Company, Indore Chartered Accountants, (Firm Reg. No.
000957C) will retire at the conclusion of the ensuing Annual General
Meeting. The Board proposed their re-appointment as Statutory Auditor
to audit the accounts of the Company for the financial year 2014-15.
You are requested to consider their re-appointment.
9. AUDITORS REPORT
Notes on Accounts, referred to in the Auditor''s Report, are
self-explanatory and therefore, do not call for any further comments or
explanations.
10. CORPORATE GOVERNANCE
Your Company has complied with the requirements of corporate governance
as per clause 49 of the Listing Agreements with the Stock Exchanges. A
detailed report on Corporate Governance is annexed to this Annual
Report. A certificate from the Statutory Auditors of the Company
regarding compliance of conditions of corporate governance has been
obtained and is enclosed with this Report.
11. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors confirm that -
(i) in the preparation of Annual Accounts, the applicable accounting
standards have been followed;
(ii) the Directors have selected such accounting policies as mentioned
in Note 1 of the Annual Accounts 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 of the Company for that period;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
aforesaid Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The annual accounts have been prepared on the going concern basis.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARININGS AND OUTGO
Information in accordance with the provision of Section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 regarding conservation
of energy, technology absorption and foreign exchange earnings and
outgo are given in annexure ''A'' forming part of this report.
13. PARTICULARS OF EMPLOYEES
None of the Employees of the Company are in receipt of Remuneration in
excess of limits specified under section 217 (2A) of the Companies Act,
1956, whether employed through out or part of the year.
14. INDUSTRIAL RELATIONS
Relation between the Management and its employees has been cordial.
Your Directors place on record their appreciation of the efficient and
loyal services rendered by the employees of the Company at all levels.
15. ACKNOWLEDGEMENT
The Directors wish to convey their appreciation for the co-operation
received from Your Company''s bankers and various Government agencies.
The Directors also wish to thank the Shareholders, Employees, Customers
and Suppliers for their support and co-operation.
For and on behalf of the Board of Directors
Place : Indore Ashutosh A. Maheshwari
Date : 14/08/2014
Mar 31, 2012
The Directors have pleasure in presenting the 18th Annual Report
togheter with the Audited Statement of accounts of your Company for the
year ended 31st March 2012:
FINANCIAL RESULTS:
(Rs. in Lacs)
Particulars 2011-2012 2010-2011
Sales & Other Income 2461.35 1874.52
Total Expenditure 1283.89 1133.41
Earning Before Finance Cost, Tax,
Execeptional Items, Depreciation and 1177.46 741.11
Amortization Expenses
Less: Financial Costs 12.07 9.17
Depreciation and Amortization Expenses 159.66 158.22
Execeptional Items 2.07 16.76
Profit Before Extra-Ordinary Items & Tax 1003.66 556.95
Current Tax 351.20 205.65
Deferred Tax -39.13 -1.48
Profit (Loss) for the year 691.59 352.78
Basic & Diluted Earning Per Equity Share
of Face Value of Rs.10 each 6.24 3.18
DIVIDEND
The Board of Directors decided not to declare Dividend for the year
ended 31st March 2012, to conserve the resources of the Company & to
maintain the liquidity of the Company.
PERFORMANCE
Company's Overall Performance
During the year under review, your Company has received income from
operations amounting to Rs. 2461.34 Lacs as compa- red to Rs. 1874.52
Lacs in the previous year. Your Company has earned a profit after tax
of Rs. 691.59 Lacs as compared to Rs. 352.79 Lacs in the previous year.
Segment wise Performance
Soya Division
The Company has been carrying out manufacturing business for
manufacture of Refined Oil, Soya Products at its plants located at
Village Dakachya, Tehsil Sanwer, District: Indore. The domestic soya
crop production was down last 3 years.
The higher prices of Soyabean and disparity in crushing, the business
environment is not conducive in future. This is due to fact that
Company has done mainly processing job for ITC Limited since 2001. The
installed capacity of Plant is 1200 TPD and Company has crushed soya
seed of 7048 MT in 2009, 7720 MT in 2010, 48301 MT in 2011 and 14980 MT
in 2012. The capacity utilization is not even 25% of installed capacity
because ITC Limited did not provide soya seed in sufficient quantity
for crushing.
The Company has incurred losses in Soya division since last three years
because of under utilization of crushing capacity and also due to
deterioration of the Plant & Machinery.
Your Company has completed 13 years of association with ITC Limited
(Agri Business Division). The revenue of your Company's Soya Division
was Rs. 298.86 Lacs as against Rs. 601.79 Lacs in the previous year.
Welding Division
During the year under review, the revenue of your Company's Welding
Division was Rs. 942.90 Lacs as against Rs. 1126.12 lacs in the
previous year. Its profit of Rs. 329.21 Lacs during this period,
against Rs. 638.29 Lacs during the previous year,
Real Estate Division
During the year under review, the revenue of your Company's Real Estate
Division was Rs. 1091.83 Lacs as against Rs. 0.59 lacs in the previous
year. Its profit of Rs. 769.76 Lacs during this period, against Rs.
0.51 Lacs during the previous year .
Investment Division
As per segment reporting requirements, your company has identified a
segment i.e. Investment division and all the activities relating to
investment in shares and loans etc. are carried in its investment
division. During the year, under review your company has earned income
of Rs. 99.29 Lacs as against Rs. 118.01 lacs in the previous year from
Investment activity.
MANAGEMENT DISCUSSIONS AND ANALYSIS
Outlook
Your Company has three distinct businesses viz. the Soy Extractions &
Oil Refining, Welding Electrodes and Real Estate. The modus operandi of
these three businesses is different in terms of the nature of the
products, customers profile, challenges and growth avenues.
- Soya Extraction and Oil Refining Scenario:
The domestic soya crop production was down last 3 years. The higher
prices of Soyabean and disparity in crushing, t h e business
environment is not conducive in future.
- Welding Industry Scenario:
In view of the growing industrialization and expenditure on
infrastructure, we expect a buoyant demand for welding materials in
India.
- Real Estate:
The Real Estate scenario is very encouraging in Indore and Dewas and
your company has proposed housing project in the heart of the city. The
increasing population and residential housing projects are rapidly
dotting on the highway connecting Indore and Dewas.
Internal Control System
Your Company has adequate internal control procedures relating to
purchase of raw material, stores, components, etc., commensurating with
the size of the Company and the nature of its business.
FIXED DEPOSIT
Your Company has not accepted any public deposit under Section 58A of
the Companies Act, 1956 during the year.
DIRECTORS
In accordance with Section 256 of the Companies Act, 1956, Mr. Anil
Maloo and Mr. Santosh Muchhal will retire by rotation at the ensuing
Annual General Meeting and are eligible for re-appointment.
AUDITORS
Messrs M. Mehta & Company, Chartered Accountants, Indore, will retire
at the conclusion of the ensuing Annual General Meeting. The Board
proposed their re-appointment as Statutory Auditor to audit the
accounts of the Company for the financial year 2012-13. You are
requested to consider their re-appointment.
AUDITORS REPORT
Notes on Accounts, referred to in the Auditor's Report, are
self-explanatory and therefore, do not call for any further comments or
explanations.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of corporate governance
as per clause 49 of the Listing Agreements with the Stock Exchanges. A
detailed report on Corporate Governance is annexed to this Annual
Report. A certificate from the Statutory Auditors of the Company
regarding compliance of conditions of corporate governance has been
obtained and is enclosed with this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors confirm that Ã
(1) in the preparation of Annual Accounts, the applicable accounting
standards have been followed;
(2) the Directors have selected such accounting policies as mentioned
in Note 1 of the Annual Accounts 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;
(3) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
aforesaid Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities
(4) the annual accounts have been prepared on the going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provision of Section 217(1)(e) of
the Companies Act, 1956 read with Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 regarding conservation
of energy, technology absorption and foreign exchange earnings and
outgo are given in annexure 'A' forming part of this report. The energy
conservation measures implemented during the year include installation
of fanless cooling towers, energy efficient pumps etc.
PARTICULARS OF EMPLOYEES
The particulars prescribed under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of employees) Rules, 1975 are not
applicable in the case of any of the employees of the Company.
INDUSTRIAL RELATIONS
Relation between the Management and its employees has been cordial.
Your Directors place on record their appreciation of the efficient and
loyal services rendered by the employees of the Company at all levels.
ACKNOWLEDGMENT
The Directors wish to convey their appreciation for the co-operation
received from Your Company's bankers and various Government agencies.
The Directors also wish to thank the Shareholders, Employees, Customers
and Suppliers for their support and co-operation.
For and on behalf of the Board of Directors
Indore Ashutosh A. Maheshwari
The 28th day of May 2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the 16th Annual Report
together with the Audited Statement of accounts of your Company for the
year ended 31st March 2010:
(Rs. in Lacs)
FINANCIAL RESULTS :
Particulars 2009-2010 2008-2009
Sales & Other Income 3359.54 4872.06
Total Expenditure 2641.29 4356.68
Profit (loss) before depreciation, and tax 718.25 515.38
Less : Depreciation 159.71 160.02
Provision for Taxation 207.00 135.00
Deferred Tax Liability / (Assets) (27.74) 7.30
Income Tax on completed cases 1.18 0.00
Prior year adjustment 0.97 7.18
Fringe Benefit Tax 0.07 0.98
Profit (Loss) after depreciation & tax 377.07 204.90
Less : Provision for Diminution in the
Value of Investment (31.95) 29.82
Profit for the year 409.01 175.08
Add : Balance brought forward 49.18 31.29
Total Profit available for appropriation 458.19 206.37
Proposed Dividend on Preference Shares 37.80 47.25
Tax on Proposed Dividend on Preference Shares 6.42 8.03
Transfer To Redemption Reserve 210.00 105.00
Transitional Liability of Leave Encashment 0.00 3.10
Balance Carried Forward to Balance Sheet 203.97 49.18
DIVIDEND
The Board of Directors decided to declare Dividend on 9% Cumulative
Preference Shares for the year ended 31st March 2010 and has decided
not to Declare dividend on Equity shares for the year ended 31st March
2010, to conserve the resources of the Company to maintain liquidity.
PERFORMANCE
Companys Overall Performance
During the year under review, your Company has received income from
operations amounting to Rs. 3359.54 Lacs as compared to Rs. 4872.06
Lacs in the preivious year. Your Company has earned a profit after tax
of Rs. 377.07 Lacs as compared to Rs. 204.90 Lacs in the previous year.
Segment wise Performance
Soya Division
Your Company is proud to inform you that it has completed 11 years of
association with ITC Limited (Agri Business Division). Your Company has
crushed in total 7720 M.T. (Seven Thousand Seven Hundred & Twenty
Metric Ton) Soya seed in the current year, as against 28,000 M. T.
(Twenty Eight Thousand Metric Ton) in the previous year inspite of good
crops. This is because of international recession and increase in the
prices of soya seed and adverse parity in soya seed crusing. This is
also due to highly fluctuating supply and prices of the seeds, as well
as decrease in the de-oiled cake in the international market.
Welding Division
During the year under review, the revenue of your Companys Welding
Division was Rs. 947.13 Lacs as against Rs. 890.90 lacs in the previous
year. Its profit of Rs. 350.92 Lacs during this period, against Rs.
410.21 Lacs during the previous year
Real Estate Division
Your company is developing 7.68 Lacs sqare feet land as residential
colony in Dewas city, near Indore, which is nearly completion stage.
The distance to Dewas from Indore city, is only 32 K.M. and is well
connected by National Highway. The colony being developed is in the
heart of Dewas and at a walking distance from the railway station. The
Company has started selling of the plots. In view of the robust Real
Estate scenario in the country, the Company expects to generate good
revenues and profits.
Investment Division
As per segment reporting requirements, your company has identified a
segment i.e. Investment division and all the activities relating to
investment in shares and loans etc. are carried in its investment
division. During the year, under review your company has earned income
of Rs. 80.56 Lacs from Investment activity.
Biotech Division
Your company has working Biotech project at its existing soya
extraction site at village: Dakachya Tehsil: sanwer, District: Indore
in view of optimum utilization of available resources to minimize the
cost.
REDEMPTION OF PREFERENCE SHARES
Your Company has made provision for redemption of Two Lacs &Ten
Thousand (2,10,000), 9% cumulative Redeemable Preference Shares of
Rs.100/- each during the financial year 2009-10.
MANAGEMENT DISCUSSIONS AND ANALYSIS
Outlook
Your Company has three distinct businesses viz. the Soy Extractions &
Oil Refining, Welding Electrodes and Real Estate. The modus operandi of
these three businesses is different in terms of the nature of the
products, customers profile, challenges and growth avenues.
Soya Extraction and Oil Refining Scenario :
As per approximate estimate, there is a record sowing of soybean seed
this year. Timely and adequate monsoon and favorable climatic
conditions are likely to ensure a record soy crop also in the coming
soy season.
Welding Industry Scenario:
In view of the growing industrialization and expenditure on
infrastructure, we expect a buoyant demand for welding materials in
India.
Real Estate:
The Real Estate scenario is very encouraging in Indore and Dewas and
your company has proposed housing project in the heart of the city. The
increasing population and residential housing projects are rapidly
dotting on the highway connecting Indore and Dewas.
Internal Control System
Your Company has adequate internal control procedures relating to
purchase of raw material, stores, components, etc., commensurating with
the size of the Company and the nature of its business.
FIXED DEPOSIT
Your Company has not accepted any public deposit under Section 58A of
the Companies Act, 1956 during the year.
DIRECTORS
In accordance with Section 256 of the Companies Act, 1956, Mr. Om
Agrawal and Mr. Bhanu Prakash Inani will retire by rotation at the
ensuing Annual General Meeting and are eligible for re-appointment.
AUDITORS
Messrs M. Mehta & Company, Chartered Accountants, Indore, will retire
at the conclusion of the ensuing Annual General Meeting. The Board
proposed their re-appointment as Statutory Auditor to audit the
accounts of the Company for the financial year 2010-11. You are
requested to consider their re-appointment.
AUDITORS REPORT
Notes on Accounts, referred to in the Auditors Report, are
self-explanatory and therefore, do not call for any further comments or
explanations.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of corporate governance
as per clause 49 of the Listing Agreements with the Stock Exchanges. A
detailed report on Corporate Governance is annexed to this Annual
Report. A certificate from the Statutory Auditors of the Company
regarding compliance of conditions of corporate governance has been
obtained and is enclosed with this Report,
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors confirm that
(i) in the preparation of Annual Accounts, the applicable accounting
standards have been followed;
(ii) the Directors have selected such accounting policies as mentioned
in Schedule 26 of the Annual Accounts 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;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
aforesaid Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on the going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provision of Section 217(l)(e) of
the Companies Act, 1956 read with Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 regarding conservation
of energy, technology absorption and foreign exchange earnings and
outgo are given in annexure A" forming part of this report. The
energy conservation measures implemented during the year include
installation of fan-less cooling towers, energy efficient pumps etc.
PARTICULARS OF EMPLOYEES
The particulars prescribed under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of employees) Rules, 1975 are not
applicable in the case of any of the employees of the Company.
INDUSTRIAL RELATIONS
Relation between the Management and its employees has been cordial.
Your Directors place on record their appreciation of the efficient and
loyal services rendered by the employees of the Company at all levels.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation for the co-operation
received from Your Companys bankers and various Government agencies.
The Directors also wish to thank the Shareholders, Employees, Customers
and Suppliers for their support and co-operation.
For and on behalf of the Board of Directors
Indore, Om Agrawal
The 28th day of May 2010 Chairman
Mar 31, 2009
The Directors have pleasure in presenting the 15th Annual Report of
the Company along with the Audited Accounts for the year ended 31st
March 2009:
(Rs. in Lacs) FINANCIAL RESULTS
Particulars 2008-2009 2007-2008
Sales & Other Income 4872.06 2284.77
Total Expenditure 4356.68 1718.19
Profit (loss) before depreciation,
and tax 515.38 566.58
Less: Depreciation 160.02 151.62
Provision for Taxation 135.00 59.59
Deferred Tax Liability / (Assets) 7.30 7.14
Prior year adjustment 7.18 8.11
Fringe Benefit Tax 0.98 1.28
Profit (Loss) after depreciation & tax 204.90 338.81
Less: Provision for Diminution in the
Value of Investment 29.82 (18.65)
Profit for the year 175.08 357.46
Add: . Balance brought forward 31.29 238.06
Total Profit available for appropriation 206.37 595.52
Proposed Dividend on Preference Shares 47.25 66.15
Tax on Proposed Dividend on
Preference Shares 8.03 11.24
Transfer To Redemption Reserve 105.00 210.00
Balance Carried Forward to Balance Sheet 46.08 308.13
DIVIDEND
The Board of Directors decided to declare Dividend on 9% Cumulative
Preference Shares for the year ended 31st March 2009 and to conserve
the resources of the Company and to maintain the liquidity, has decided
not to Declare dividend on Equity shares for the year ended 31st March
2009.
PERFORMANCE
Companys Overall Performance
During the year under review, your Company has received income from
operations amounting to Rs. 4872.06 Lacs as compared to Rs. 2284.77
Lacs. Your Company has earned a profit after tax of Rs. 204.90 Lacs as
compared to Rs. 338.81 Lacs in the previous year.
Segment wise Performance
Soya Division
Your Company is proud to inform you that it has completed 10 years of
association with rTC Limited (IBD Division). We have, like in the
earlier years, once again received from them two letter of
appreciation, copies of which is enclosed in the bala ice sheet. Your
Company has crushed 28,000 Thousand M. T. Soya seed in the current
year, as against 1,28,000 Lacs M. T. in the previous year. In Spite of
good crops this year, the international recession and increase of
prices of soya seed, have adversely affecte J the soya seed crushing in
the current year.
Welding Division
During the year under review, the revenue of your Companys Welding
Division was Rs. 890.90 Lacs as against Rs. 800.08 lacs in the previous
year. Its higher profit of Rs. 410.21 Lacs during this period, against
Rs. 403.43 lacs during the previous year, is also partially due to
higher production output and efficiency which has not only lowered its
unit production cost, but has also made it to earn additional
incentive.
Real Estate Division
Your company is developing 7.68 Lacs sq. ft. land as residential colony
in Dewas city, near Indore, which is likely to be nearly completion
stage. The distance of Dewas from Indore city, which is commercial
capital of the state of Madhya Pradesh, is only 32 K.M. and is well
connected by National Highway. The colony being developed is in the
heart of Dewas and at a walking distance from the railway station. The
Company has started selling of the plots. In view of the robust Real
Estate scenaio in the country, the Company expects to generate good
revenues and profits. .
Investment Division
As per segment reporting requirements, your company has identified a
segment ie. Investment division and all the activities relating to
investment in shares and loans etc. are now carried in its investment
division. During the year, your company has earned income of Rs. 40.18
Lacs from Investment activity.
REDEMPTION OF PREFERENCE SHARES
Your Company has made provision for redemption of 1,05,000, 9%
cumulative Redeemable Preference Shares of Rs.100/- each during the
financial year 2008-09.
MANAGEMENT DISCUSSIONS AND ANALYSIS
Outlook
Your Company has three distinct businesses viz. the Soy Extractions &
Oil Refining, Welding Electrodes and Real Estate. The modus operandi of
these three businesses is different in terms of the nature of the
products, customers profile, challenges and growth avenues.
Soya Extraction and Oil Refining Scenario :
As per approximate estimate, there is a record sowing of soybean seed
this year. Timely and adequate monsoon and favorable climatic
conditions are likely to ensure a record soy crop also in coming soy
season.
Welding Industry Scenario:
In view of the growing industrialization and expenditure on
infrastructure, we expect a buoyant demand for welding materials in
India.
Real Estate :
The Real Estate scenario is very encouraging in city area of Indore and
Dewas and your company has proposed in the heart of the city. The
increasing population and residential housing projects are rapidly
dotting on the highway connecting Indore and Dewas.
Internal Control System
Your Company has adequate internal control procedures relating to
purchase of raw material, stores, components, etc., commensurate with
the size of the Company and the nature of its business.
FIXED DEPOSIT
Your Company has not accepted any public deposit under Section 58A of
the Companies Act, 1956 during tj ie year.
DIRECTORS
In accordance with Section 256 of the Companies Act, 1956, Mr. Santosh
Muchhal and Mr. Brij Kishore Jalan will retire by rotation at the
ensuing Annual General Meeting and are eligible for re-appointment.
AUDITORS
Messrs M. Mehta & Company, Chartered Accountants, Indore, will retire
at the conclusion of the ensuing Annual General Meeting. The Board pn
posed their re-appointment as Statutory Auditor to audit the accounts
of the Company for the financial year 2009- 10. You are requested to
consider their re-appointment
AUDITORS REPORT
The Notes to the Accounts, referred to in the Auditors Report, are
self-explanatory and therefore, do not call for any further comments or
explanations.
CORPORATE GOVERNANCE
Your Company has complied with the requirements of corporate governance
as per clause 49 of the Listing Agreements with the Stock Exchanges. A
detailed report on Corporate Governance is annexed to this Annual
Report. A certificate from the Statutory Auditors of the Company
regarding compliance of conditions of corporate governance has been
obtained and is enclosed with this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors confirm that
(i) in the preparation of Annual Accounts, the applicable accounting
standards have been followed;
(ii) the Directors have selected such accounting policies as mentioned
in Schedule 25 of the Annual Accounts 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;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
aforesaid Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on the going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE AND
OUTGO
Information in accordance with the provision of Section 217(l)(e) of
the Companies Act, 1956 read with Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 regarding conservation
of energy, technology absorption and foreign exchange earnings and
outgo are given in annexure A forming part of this report. The energy
conservation measures implemented during the year include installation
of fan-less cooling towers, energy efficient pumps.
PARTICULARS OF EMPLOYEES
The particulars prescribed under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of employees) Rules, 1975 are not
applicable in the case of any of the employees of the Company.
INDUSTRIAL RELATIONS
Relation betweer the Management and its employees has been cordial.
Your Directors place on record their appreciation of the efficient and
loyal services rendered by the employees of the Company at all levels.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation for the co-operation
received from Your Companys bankers and various Government agencies.
The Directors also wish to thank the Shareholders, Employees, Customers
and Suppliers for their support and co-operaion.
For and on behalf of the Board of Directors
Indore, Om Agrawal
The 21st day of August 2009 Chairman