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Directors Report of Saptarishi Agro Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting twenty-third Annual Report on the business and operations of the Company together with the audited Statement of Accounts for the year ended 31st March 2015.

OPERATIONS:

Your company could not restart manufacturing activity of mushroom cultivation due to shortage of electricity. Management could not take up the idea of mushroom cultivation in the hills of Nilgiries as it was contemplating upon as the prefeasibility studies indicated a need for first establishing pilot operations before venturing in shifting the project location. Further due to continued losses of the existing unit, unavailability of adequate staff and absence of regular revenues, the cash crunch became main obstacle to go ahead undeterred on this thinking. Even though company has expertise in successful handling of mushroom business, in the new scenario of increased costs, and inadequate resources this idea remained on paper.

Even in absence of any production activity, and with a disconnected electricity supply, company depended on generators to provide electricity for lighting during night, required basically for security of the premises. The same arrangement continues to date. Your company sold spent compost to generate income but this was highly inadequate to meet the negligible expenses on account of cost of diesel for operating generators for night lighting, salary of security guards, salary & wages, statutory compliance, basic minimum repairs, and other expenses on account of professional fees, etc.

The need to shift the unit to hilly area was finalized and the Resolution pursuant to Section 192A of the companies Act, 1956 was passed on 1.11.2013. However as on date the unit is still not yet shifted to Hills, as management has not found a serious buyer for the purchase of Assets at prevailing rates. All the machinery and other infrastructure have already lived their life and further have been badly deteriorated as no maintenance care could be provided to during last more than 4 years.

The mushroom growing process is biological and continuous in nature and it needs a supportive climate. Your company has expertise to produces fresh button mushrooms round the year. Company has no turn over from Fresh Mushrooms and during the year under review there was a nominal turnover of Rs. 6.22 lacs on account of sales of spent compost. Company made use of its spent compost which is end residue of the mushroom growing process to generate small revenue.

The summary of the financial results for the year ending 31st March 2015 is presented here in below.

FINANCIAL RESULTS

Particulars Amount As Amount As on 31.03.15 on 31.03.14 (in Rs.Lakhs) (in Rs.Lakhs)

Gross Turnover & Other Income 20.10 21.66

Profit/(Loss) before Depreciation (11.17) (25.95)

Depreciation 39.83 49.32

Profit/(Loss) before Tax (51.00) (75.27)

Provision for Taxation 0 0

Net profit / ( Loss) for the period (51.00) (75.27)

Balance B/F (2843.64) (2768.37)

Adjustment of Depreciation 3.45 0

Profit/(Loss) Balance C/F (2891.19) (2843.64)

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES

The company has adequate system of internal controls to ensure that all assets are safeguard, transactions are authorized, optimum utilization of resources, and costs are controlled and reporting of financial transactions and compliance with applicable law and regulations. The Company has suitable internal control system commensurate with the size of the Company and nature of its business.

LIKELY DEVELOPMENTS IN HR / INDUSTRIAL RELATIONS

Company has not recruited employees during the year. In absence of any regular activity they would have been idle and wasted. As the alternate site is not yet finalized and as such there is no need of employees.

AUDIT COMMITTEE:

As per the requirement of Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement entered with the Stock Exchanges, your Company has constituted an Audit Committee

DIRECTORS:

As per the provisions of the Companies Act, 2013, Mr. Arvind Kalra, who is Non-Executive Director retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

As per clause No.120 of Article of Association of the company and Section 161(2) of companies Act, 2013 Mr. B. Rose Advocate is appointed as Alternate director for Chairman in the meeting of the board of directors held on 13.11.2015. He holds the office up till the conclusion of 23rd Annual General Meeting.

All independent directors have given declarations that they meet the criteria of independent directors as provided in the Section 149(6) of company's Act, 2013.

Mr. Sudhir Singhi, C.A. Independent Director has resigned (w.e.f. 23.07.2014), board appreciates his contributions of valuable services rendered by him during his tenure.

As per the provisions of section 149 of the companies, Act 2013, the amended Clause 49 of the Listing Agreement, the members of the company had at the AGM held on 29.09.2014, re-appointed the independent directors as mentioned below: he is not to retire by rotation

Name of Independent Date of Appointment Period of appointment Director

Dr. R. P.Tewari 28.06.1994 Up to the conclusion of 27th Annual General Meeting

As per the provisions of section 149 and Section 161 and other provisions applicable as per companies Act, 2013, the appointment of Mr. D.K. Yadav, and Miss Seema Saini as independent Director and Independent woman director respectively in the 23rd AGM to be held on 28th September, 2015, the details of their appointment and other Independent directors appointment and tenure are given below, . These directors are not to retire by rotation.

Name of Independent Date of Period of appointment Director Appointment

Mr. D.K.Yadav 30.09.2014 Up to the conclusion of 28th Annual General Meeting

Miss Seema Saini 30.03.2015 Up to the conclusion of 28th Annual General Meeting

DIVIDEND:

In view of huge accumulated losses, your Directors are not in a position to recommend any dividend this year

DEPOSITS:

During the year, your Company has neither invited nor accepted deposits from the public. in terms of the provisions of sections 73 to 76 of the Companies Act, 2013 read with the companies acceptance of deposit rules, 2014.

AUDITORS:

M/s. K. Mahaveer & Co., Chartered Accountants (Firm Registration No. 006740S), has confirmed their eligibility and willingness to accept office, if ratification is made by shareholders in the Annual General Meeting. The share holders of the company are requested to approve their appointment as Statutory Auditors of the company and authorize the Board of Directors to fix their remuneration.

INTERNAL AUDITORS:

The Board of Directors of the company has appointed Mr. ShashiKant Mishra (Chartered Accountant) as an Internal Auditor Pursuant to provisions of section 138 of the companies Act, 2013 for the Financial Year 2015-2016.

SECRETARIAL AUDITORS:

The Board of Directors of the company has appointed Ms. Manisha Singhal, Practising Company Secretary (CP. No. 11424) as Secretarial Auditor pursuant to provisions of section 204 of the companies Act, 2013 for the Financial Year 2015-2016.

SECRETARIAL AUDITOR'S REPORT:

A Secretarial Audit Report given by Ms. Manisha Singhal, Practicing Company Secretary is being annexed in MR 3 Form. There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report.

STATUTORY AUDITOR'S REPORT:

Observations made in the Auditors' Report are self-explanatory except few points which have been explained in Clause (E) to Annexure to the director's report.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination & Remuneration Committee has been constituted as per the requirements of companies Act, 2013 which shall formulate the policy for appointment of Directors and Remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters as provided under section 178(3) of the companies Act, 2013.

STAKEHOLDERS RELATIONS:

As per the requirement of Companies Act, 2013 a stakeholder relationship committee has been constituted.

CORPORATE GOVERNANCE:

The company aims to conduct its affairs in an ethical manner. A certificate from the Company's Auditors regarding the compliance of conditions of corporate Governance as stipulated under clause 49 is also annexed with the report.

LISTING OF SHARES & SEBI REGULATION:

The Equity shares of the company are listed on The Stock Exchange Mumbai.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 clause (C) of sub-section 3 of the Companies Act, 2013, your directors state;

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 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;

c. that the directors had 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 accounts have been prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration in excess of limits prescribed under section 134 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 134 of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a part of this report.

Disclaimer:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with stock Exchanges and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company's operations include economic conditions in the domestic and overseas markets on which company's performance is dependant. It may be materially influenced by changes in the Government regulations, tax laws, other statutes and other incidental factors on which company may have no control.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continued co-operation extended by its Bankers, Shareholders and employees of the Company.

BY ORDER OF THE BOARD for SAPTARISHI AGRO INDUSTRIES LIMITED

sd/- sd/- sd/- Place: Chennai B.Rose Arvind Kalra D.K.Yadav Date : 29.05.2015 Alternate Director Director Director for Chairman


Mar 31, 2014

THE MEMBERS,

The Directors have pleasure in presenting their twenty second Annual Report on the business and operations of the Company together with the audited Statement of Accounts for the year ended 31st March 2014.

OPERATIONS:

Your company could not restart manufacturing activity of mushroom cultivation as the company is in process of setting up project in the hills of Nilgiries. After settlement of all employees in the immediate previous year and continued poor supply of electricity; management considered to start cultivation of mushrooms in the hills of Nilgiries. Hill have a natural cool climate and poses little threat to mushroom crops due to factors such as stoppage of Chillers because of failure of electricity supply. In fact the growing activity need not be supported by air-conditioning at an altitude above 2000 meters even in summer months.

Survey of locations in Hills at Kodaikanal, and Ooty were made to establish a unit in hills. However on account of continued losses and absence of regular revenues, the cash crunch became main obstacle to go ahead undeterred on this thinking. Even though company has expertise in successful handling of mushroom business, in the new scenario of increased funds requirement, and inadequate resources this idea remained to exist on paper.

Even in absence of any production activity, and with a disconnected electricity supply company depended on generators to provide electricity for lighting during night required basically for security of the premises. The same arrangement continues to date. Your company sold spent compost to generate income but this was highly inadequate to meet the needs. Company generated revenues by selling of steel scrap of growing room''s old racks, and machinery beyond any possible repairs to sustain regular expenses of diesel, security guards, salary and wages, statutory compliance, basic minimum repairs, etc.

Management further considered selling of its assets at the existing location and pursuant to Section 192A of the companies Act, 1956 share holders approved through postal ballot to pass resolution to dispose off assets of the company for the purpose of shifting unit to hills for restarting mushroom cultivation activity and further business.

The Resolution pursuant to Section 192A of the companies Act, 1956 was passed on 1.11.2013. However as on date the final decision is not yet arrived at as management has not found a serious buyer for the purchase of Assets at prevailing rates.

Most of the machinery and other infrastructure have already lived their life and further have been badly deteriorated as no maintenance care could be provided to during last more than 3 years.

The mushroom growing process is biological and continuous in nature and it needs a supportive climate. Your company has expertise to produces fresh button mushrooms round the year. Company has no turn over from Fresh Mushrooms and during the year under review there was a nominal turnover of Rs. 10.41 lacs on account of sales of spent compost. Company made use of its spent compost which is end residue of the mushroom growing process to generate small revenue on account of less demand from farmers

The summary of the financial results for the year ending 31st March 2014 is presented here in

below.

FINANCIAL RESULTS

Particulars Amount As Amount As on 31.03.14 on 31.03.13 (in Rs. Lakhs) (in Rs. Lakhs)

Gross Turnover & Other Income 21.66 11.01

Profit/(Loss) before Depreciation (25.95) (112.6)

Depreciation 49.32 113.40

Profit/(Loss) before Tax (75.27) (226.00)

Provision for Taxation 0 0

Net profit / (Loss) for the period (75.27) (226.00)

Balance B/F (2768.37) (2542.37)

Profit/(Loss) Balance C/F (2843.64) ( 2768.37)

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES

The company has adequate system of internal controls to ensure that all assets are safeguard, transactions are authorized, optimum utilization of resources, and costs are controlled and reporting of financial transactions and compliance with applicable law and regulations. The Company has suitable internal control system commensurate with the size of the Company and nature of its business.

LIKELY DEVELOPMENTS IN HR / INDUSTRIAL RELATIONS

Company has not recruited employees in place of the relieved ones as per the tripartite agreement arrived in the previous year. in absence of any regular activity as they will be idle and wasted. As the alternate site is not yet finalized there is no activity in the company. In the absence of need for employees further employees are not being recruited for time being.

AUDIT COMMITTEE:

As per the requirement of Section 292 A of the Companies (Amendment) Act, 2000 and Clause 49 of the Listing Agreement entered with the Stock Exchanges, your Company has constituted an Audit Committee

DIRECTORS:

In terms of the provisions of the Companies Act, 1956, Mr. Malvinder Singh retire by rotation and is eligible for re-appointment.

As per the requirement of companies Act, 2013 the Independent Director Dr. R.P.Tewari on the Board as on 1st April, 2014 shall be re-appointed for a tenure of 5 years and the same shall be confirmed at the ensuing Annual General Meeting.

Resignation of Mr. Sudhir Singhi was accepted in the meeting of Board of Directors held 23.07.2014. He has also resigned from the membership of Audit committee. Board takes on record the contributions made by Mr. Sudhir Singhi during his tenure as director of the company and member of Audit committee.

DIVIDEND:

In view of huge accumulated losses, your Directors are not in a position to recommend any dividend this year

DEPOSITS:

During the year, your Company has neither invited nor accepted deposits from the public in terms of the provisions of sections 58A and 58AA of the Companies Act, 1956.

AUDITORS:

M/s. K. Mahaveer & Co., Chartered Accountants (Firm Registration No. 006740S), retire at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re- appointed. The Audit Committee and the Board of Directors recommends the re-appointment as the Auditors of the Company for a period of five years. The share holders of the company are requested to approve their appointment as Statutory Auditors of the company for five years and authorize the Board of Directors to fix their remuneration.

INTERNAL AUDITORS:

The Board of Directors of the company has appointed Mr. ShashiKant Mishra (Chartered Accountant) as an Internal Auditor Pursuant to provisions of section 138 of the companies Act, 2013 for the Financial Year 2014-2015.

SECRETARIAL AUDITORS:

The Board of Directors of the company has appointed Ms. Swati Pandey, Practising Company Secretary (CP. No. 8696) as Secretarial Auditor pursuant to provisions of section 204 of the companies Act, 2013 for the Financial Year 2014-2015.

AUDITOR''S REPORT:

Observations made in the Auditors'' Report are self-explanatory except few points which have been explained in Clause (E) to Annexure to the director''s report.

COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination & Remuneration Committee has been constituted as per the requirements of companies Act, 2013 which shall formulate the policy for appointment of Directors and Remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters as provided under section 178(3) of the companies Act, 2013.

STAKEHOLDERS RELATIONS:

As per the requirement of Companies Act, 2013 a stakeholder relationship committee is being constituted. Necessary disclosure in this regard shall made in next Directors Report.

CORPORATE GOVERNANCE:

The company aims to conduct its affairs in an ethical manner. A certificate from the Company''s Auditors regarding the compliance of conditions of corporate Governance as stipulated under clause 49 is also annexed with the report.

LISTING OF SHARES & SEBI REGULATION:

The Equity shares of the company are listed on The Stock Exchange Mumbai. Efforts are being made by promoters to reduce their holding to meet the requirement of maximum promoters holding of 75% of share capital.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors

state;

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 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;

c. that the directors had 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 accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

Management analysis and review report mention in Corporate Governance report.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration in excess of limits prescribed under 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a part of this report.

Disclaimer:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with stock Exchanges and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company''s operations include economic conditions in the domestic and overseas markets on which company''s performance is dependant. It may be materially influenced by changes in the Government regulations, tax laws, other statutes and other incidental factors on which company may have no control.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continued co-operation extended by its Bankers, Shareholders and employees of the Company.

BY ORDER OF THE BOARD for SAPTARISHI AGRO INDUSTRIES LIMITED

sd/- sd/- sd/- sd/- Place: Chennai Dilsher Singh Dr.R.P.Tewari Sudhir Singhi Arvind Kalra Date : 23.07.2014 Managing Director Director Director Director


Mar 31, 2013

To THE MEMBERS,

The Directors have pleasure in presenting their Twenty frst Annual Report on the business and operations of the Company together with the audited Statement of Accounts for the year ended 31st March 2013.

OPERATIONS:

Your company had very tough period during the year ended 31st March 2013, due to stoppage of all operations for last more than 2 years. Your company faced a major labour unrest immediately after the stoppage of process of growing mushrooms. The Industrial disputes which were pending before various government departments on account of strike and fantastic compensation demands made by trade union was the major concern of the management. In this management maintained its stand. Ultimately an amicable settlement was arrived on 6th December 2012 by which workmen on the roll of company were settled as per provisions of Industrial dispute Act, 1947.

The restrictions and control measures of 40 % power cut continued in Tamil Nadu. For the reason of non availability of adequate quantity of power and quality services from Tamil Nadu Electricity Generation and Distribution Company Ltd, company could not venture in reconnection of its disconnected supply.

As a result of stoppage of production of mushrooms since February 2011, company has incurred a huge loss, factory is crippled with electricity disconnection, and pending repairs of its chillers & peripherals and, most importantly its transformers. The machinery and other infrastructure has been badly deteriorated as no maintenance care could be given to during last more than 2 years.

Your company has expertise to produces fresh button mushrooms round the year in controlled atmospheric conditions. Unfortunately worsened situation of electricity availability has rendered this activity totally unviable. The mushroom growing process is biological and continuous in nature and it needs a supportive climate of industrial relations to thrive, which is lacking in this place if we take a look at debacle every management faced in this place.

Your Company has NIL turn over from Fresh Mushrooms and during the year under review there was a nominal turnover of Rs. 1.88 lacs on account of sales of spent compost. The summary of the fnancial results for the year ending 31st March 2013 is presented here in below. Company is once again attempting to sell enriched organic manure by use of its spent compost which is end residue of the mushroom growing process.

Settlement with the workers shall allow management to think afresh on all facets of business and take a decision to stop losses and bring company in profts.

FINANCIAL RESULTS

Particulars Amount As Amount As on 31.03.13 on 31.03.12 (in Rs. Lakhs) (in Rs. Lakhs)

Gross Turnover & Other Income 11.01 24.06

Proft/(Loss) before Depreciation (112.6) (85.48)

Depreciation 113.40 114.03

Proft/(Loss) before Tax (226.00) (199.51)

Provision for Taxation 0 0

Net proft / ( Loss) for the prior period (226.00) (199.51)

Balance B/F (2542.37) (2342.86)

Proft/(Loss) Balance C/F (2768.37) (2542.37)

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES

The Company has adequate system of internal control relating to purchase of stores, raw materials, including components, plant and machinery, equipment and other similar assets and for the sale of goods. The Company has suitable internal control system commensurate with the size of the Company and nature of its business.

LIKELY DEVELOPMENTS IN HR / INDUSTRIAL RELATIONS

Employer Employee relationship between management and workers ended on the note of a tripartite settlement arrived on December 6th 2012.

AUDIT COMMITTEE:

As per the requirement of Section 292 A of the Companies (Amendment) Act, 2000 and Clause 49 of the Listing Agreement entered with the Stock Exchanges, your Company has constituted an Audit Committee with Mr. B. Ramakrishnan as Chairman and Mr. Sudhir Singhi and Dr .R .P. Tewari as members.

DIRECTORS: In terms of the provisions of the Companies Act, 1956, Mr. Dilsher Singh and Mr. B. Ramakrishnan retire by rotation and are eligible for re-appointment. As required by Clause 49 of the Listing Agreement, a brief resumes of them are included in the notice of the forthcoming Annual General Meeting.

DIVIDEND: In view of huge accumulated losses, your Directors are not in a position to recommend any dividend this year

DEPOSITS: During the year, your Company has neither invited nor accepted deposits from the public.

AUDITORS: M/s. K. Mahaveer & Co., Chartered Accountants, retiring auditors of the company hold offce till the conclusion of the Annual General Meeting and are eligible for reappointment. The share holders of the company are requested to approve their appointment as Statutory Auditors of the company and authorize the Board of Directors to fx their remuneration.

CORPORATE GOVERNANCE:

A separate report on corporate governance along with Auditor''s certifcate on its compliance is attached as Annexure to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors state;

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 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 fnancial year and of the proft of the company for that period;

c. that the directors had taken proper and suffcient 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 a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

Management analysis and review report mention in Corporate Governance report.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration in excess of limits prescribed under 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a part of this report.

Disclaimer:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with stock Exchanges and such statements may be "forward- looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company''s operations include economic conditions in the domestic and overseas markets on which company''s performance is dependant. It may be materially infuenced by changes in the Government regulations, tax laws, other statutes and other incidental factors on which company may have no control.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continued co-operation extended by its Bankers, Shareholders and employees of the Company

BY ORDER OF THE BOARD

for SAPTARISHI AGRO INDUSTRIES LIMITED

sd/- sd/- sd/- sd/-

Place: Chennai Dilsher Singh Dr. R. P. Tewari Arvind Kalra Sudhir Singhi

Date : 27.05.2013 Managing Director Director Director Director


Mar 31, 2012

The Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of the Company together with the audited Statement of Accounts for the year ended 31st March 2012.

OPERATIONS:

Your Company had a very bad period during the year ended 31st March 2012. Entire process of cultivation of Button Mushrooms was continued to be halted due to workers illegal strike and industrial disputes arising out of it. Due to the reason of non availability of adequate supply of electricity supply from Tamil Nadu Electricity Generation and Distribution Company Ltd, company could not venture in reconnection of its disconnected supply.

Your company faced a major labour unrest immediately after the stoppage of process of growing mushrooms. Company's workers went on illegal strike refusing the partial lay-off to some workers who had no work. The strike lasted for 84 days. After lot of persuasions by management and conciliations at the office of Joint Commissioner of Labour on 2ndof May 2011, partial strength of workers reported to work.

As a result of stoppage of production of mushrooms since February 2011, company has incurred a huge loss, factory is crippled with electricity disconnection, and pending repairs of its chillers & peripherals and, most importantly its transformers. However due to Unavailability of un-interrupted electricity, recurring HR and IR issues, loss of peace and harmony in company premises as well as vicinity of its factory, etc have brought management to think to rest its activities of mushroom growing and allied works.

Your company has expertise to produces fresh button mushrooms round the year in controlled atmospheric conditions. Unfortunately worsened situation of electricity availability has rendered this activity totally unviable. The mushroom growing process is biological and continuous in nature and it needs a supportive climate of industrial relations to thrive, which is lacking in this place if we take a look at debacle every management faced in this place.

Your Company has no turn over from Fresh Mushrooms and during the year under review there was a nominal turnover of Rs. 6.22 lacs mainly on account of sales of spent compost. The summary of the financial results for the year ending 31st March 2012 is presented here in below. Company attempted to sell enriched organic manure by use of its spent compost which is end residue of the mushroom growing process. This alternate work activity was opposed by workers union and all workers of company are on strike on and from 15.03.2012. So far conciliation with the trade union have failed as workers continue to be away on strike demanding fancy compensation. Management is of the view that it will stick to the legal provisions of Industrial Dispute Act 1947, and exercise its right as employer in compliance with the procedures laid down in the Industrial Dispute Act 1947.A one time settlement with the workers shall allow management to think afresh on all facets of business and take a decision to carry on business on profitable path.

FINANCIAL RESULTS Amount As Amount As on 31.03.12 on 31.03.11

Particulars (in Rs. Lakhs) (in Rs. Lakhs)

Gross Turnover & Other Income 24.06 366.26

Profit/(Loss) before Depreciation (85.48) (166.93)

Depreciation 114.03 113.53

Profit/(Loss) before Tax (199.51) (280.46)

Provision for Taxation 0 0

Net profit / ( Loss) for the prior period (199.51) (280.46)

Balance B/F (2342.85) (2062.39)

Profit/(Loss) Balance C/F (2542.37) (2342.85)

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES

The Company has adequate system of internal control relating to purchase of stores, raw materials, including components, plant and machinery, equipment and other similar assets and for the sale of goods. The Company has suitable internal control system commensurate with the size of the Company and nature of its business.

LIKELY DEVELOPMENTS IN HR / INDUSTRIAL RELATIONS

Relations between the Management and the Labour went rough throughout the year under review. Management is considering various options for smooth running of company in future.

AUDIT COMMITTEE:

As per the requirement of Section 292 A of the Companies (Amendment) Act, 2000 and Clause 49 of the Listing Agreement entered with the Stock Exchanges, your Company has constituted an Audit Committee with Mr. B. Ramakrishnan. as Chairman and Mr. Sudhir Singhi, and Dr .R .P. Tewari, and as members.

DIRECTORS: In terms of the provisions of the Companies Act, 1956, Mr. Arvind Kalra retire by rotation and is eligible for re-appointment. As required by Clause 49 of the Listing Agreement, a brief resume of Mr. Arvind Kalra is included in the notice of the forthcoming Annual General Meeting.

DIVIDEND: In view of huge accumulated losses, your Directors are not in a position to recommend any dividend this year

DEPOSITS: During the year, your Company has neither invited nor accepted deposits from the public.

AUDITORS: M/s.K. Mahaveer & Co., Chartered Accountants, retiring auditors of the company hold office till the conclusion of the Annual General Meeting and are eligible for reappointment. The share holders of the company are requested to approve their appointment as Statutory Auditors of the company and authorize the Board of Directors to fix their remuneration.

CORPORATE GOVERNANCE:

A separate report on corporate governance along with Auditor's certificate on its compliance is attached as Annexure to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors state;

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 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;

c. that the directors had 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 a going concern basis. MANAGEMENT DISCUSSION & ANALYSIS Management analysis and review report mention in Corporate Governance report.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration in excess of limits prescribed under 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a part of this report.

Disclaimer:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with stock Exchanges and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company's operations include economic conditions in the domestic and overseas markets on which company's performance is dependant. It may be materially influenced by changes in the Government regulations, tax laws, other statutes and other incidental factors on which company may have no control.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continued co-operation extended by its Bankers, Shareholders and employees of the Company.

BY ORDER OF THE BOARD for SAPTARISHI AGRO INDUSTRIES LIMITED

sd/- sd/- sd/-

Place: Chennai Dilsher Singh Dr. R.P. Tewari Arvind Kalra

Date : 23.08.2012 Managing Director Director Director


Mar 31, 2010

The Directors have pleasure in presenting their Eighteenth Annual Report on the business and operations of the Company together with the audited Statement of Accounts for the year ended 31st March 2010.

OPERATIONS:

Your Company had a very difficult time during the year ended 31st March 2010. A prolonged Electricity shortage and restrictions on base demand had crippled the operations. It is only due strict follow up of control measures that company is able to continue its production activities.

Management has left no Government door un-knocked to seek relief from electricity restrictions but in vein so far. Your company produces fresh button mushrooms round the year in controlled atmospheric conditions.

The process is biological and continuous in nature. Mushroom cultivation is high-tech horticulture and needs uninterrupted electricity supply. Any interruption results in loss of control over process parameters with end result as total loss of crop performance.

Your Company has produced 897.510 Mts of Fresh Mushrooms and sold 862.752 Mts of out of the same, and thereby recorded a turnover of Rs. 629.827 lacs. The summary of the financial results for the year ending 31st March 2010 is presented here in below.

Primarily company has focused on adjusting its operations to the available electricity base demand and units viz-a-viz controlling expenditure.

FINANCIAL RESULTS:

Amount on 31.03.10 Amount As on 31.03.09 PARTICULARS (in Rs. Lakhs) (in Rs. Lakhs) Gross Turnover & Other Income 684.17 811.82

Profit/Loss) before Depreciation (15.43) 119.65

Depreciation 113.44 115.58

Profit / (Loss) before Tax (128.87) 4.07

Provision for Taxation - 0.43

Net Profit / (Loss) for the Period (128.87) 3.64

Balance B/F (1933.52) (1937.16)

Profit / (Loss) Balance C/F (2062.39) (1933.52) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES:

The Company has adequate system of internal control relating to purchase of stores, raw materials, including components, plant and machinery, equipment and other similar assets and for the sale of goods. The Company has suitable internal control system commensurate with the size of the Company and nature of its business.

LIKELY DEVELOPMENTS IN HR / INDUSTRIAL RELATIONS:

Relations between the Management and the Labour are cordial throughout the year under review. Management is positive and it has enhanced welfare expenditure to maintain harmony

AUDIT COMMITTEE:

As per the requirement of Section 292 A of the Companies (Amendment) Act, 2000 and Clause 49 of the Listing Agreement entered with the Stock Exchanges, your Company has constituted an Audit Committee with Mr. B. Ramakrishnan, as Chairman and Mr. Arvind Kalra and Dr .R .P Tewari as members

DIRECTORS:

In terms of the provisions of the Companies Act, 1956, Mr. Dilsher Singh and Mr. B. Ramakrishnan retire by rotation and are eligible for re-appointment. As required by Clause 49 of the Listing Agreement, a brief resume of Mr. Dilsher Singh and Mr. B. Ramakrishnan is included in the notice of the forthcoming Annual General Meeting.

DIVIDEND:

In view of huge accumulated losses, your Directors are not in a position to recommend any dividend this year

DEPOSITS:

During the year, your Company has neither invited nor accepted deposits from the public.

AUDITORS:

M/s.Singhi & Sudhir, Chartered Accountants, retiring auditors of the company have expressed inability to be re-appointed as Auditors of

the Company, they hold office till the conclusion of the Annual General Meeting .

Board wishes to take on record valuable services provided by M/s Singhi& Sudhir Char tered accoutnats, during their tenure as statutory auditors of the company.

The Company has received letter from M/s K. Mahaveer & Co., Chartered Accountants conveying their willingness for appointment as statutory auditors of the company. The share holders of the company are requested to approve their appointment as Statutory Auditors of the company and authorize the Board of Directors to fix their remuneration.

CORPORATE GOVERNANCE:

A separate repor t on corporate governance along with Auditors cer tificate on its compliance is attached as Annexure to this repor t.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors state; a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material depar tures; b. that 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 at the end of the financial year and of the profit of the company for that period;

c. that the directors had 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 a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

Management analysis and review repor t mention in Corporate Governance report.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration in excess of limits prescribed under 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a par t of this repor t.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continued co-operation extended by its Bankers, Shareholders and employees of the Company.

BY ORDER OF THE BOARD for SAPTARISHI AGRO INDUSTRIES LIMITED

Place: Chennai

Date :02.09. 2010

sd/- sd/-

DILSHER SINGH BHINDER B. RAMAKRISHNAN MANAGING DIRECTOR DIRECTOR

 
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