Mar 31, 2015
DEAR MEMBERS,
The Directors have pleasure in presenting their 24th Annual Report
together with the Audited Financial Statements of the Company for the
year ended March 31, 2015.
1. FINANCIAL HIGHLIGHTS : (Amount in Rs. In Lakhs)
Particulars 2014-15 2013-14
SALES 497.05 243.97
Other Income 6.45 2.82
Expenses 516.28 260.76
Profit/(Loss) before Depreciation (12.79) (13.98)
and Extra Ordinary Income
Depreciation 4.23 3.29
Extra Ordinary Income 78.63 0.00
Profit/( Loss) before Taxes 61.62 (17.27)
Provision for Taxes 2.47 (5.12)
Net Profit/(Loss) 59.15 (12.15)
Previous year figures have been re-grouped and rearranged wherever
considered necessary.
2. OPERATIONS AND COMPANY'S AFFAIRS:
The Company's performance has slight better then last year in terms of
sales and gross profit. The net profit has improved due to
extraordinary income received due to sales of Land and Building of the
company.
3. DIVIDEND:
There is not adequate surplus to declare any dividend during the year.
Your directors do not recommend any dividend for the year.
4. CAPITAL STRUCTURE
During the FY 2014-15 there is no change in capital structure of the
Company and paid up share capital of the Company stands at Rs.
2,43,48,500/- (Rupees Two Crores Forty Three Lac Forty Thousand and
Five Hundred).
5. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the financial year 2014-15, the Board of Directors of the
Company met 10 (Ten) times on 29th April, 2014, 13th May, 2014, 28th
May, 2014, 31st July, 2014, 27th August, 2014, 04th October, 2014, 10th
November, 2014, 22nd December, 2014, 10th February, 2015 and 23rd
March, 2015 .
Frequency and quorum at these meetings were in conformity with the
provisions of the Companies Act, 2013 and the Listing Agreement entered
into by the company with the Stock Exchanges. All the Board members
and the senior management personnel have affirmed compliance with the
Code of Conduct during the year ended on 31st March, 2015.
6. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
All the Independent Non-Executive Directors of the company viz. Mr.
Kailash Kumar Dhoot, Mr. Badri Bishal Sarda and Mr. Pawan Kumar
Maheshwari, have submitted the declaration of independence as required
pursuant to Section 149(7) of the Companies Act, 2013, stating that
they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year, Mrs. Krishna Devi Sarda (DIN: 07100074) was appointed
as an additional director of the Company w.e.f. 23.03.2015.
During the year, Mr. Damodar Prasad Sarda was appointed as Chief
Financial Officer (CFO) of the Company, pursuant to Section 203 of the
Companies Act, 2013 read with the rules made there under and Ms. Jyoti
Soni was appointed as a Company Secretary of the Company pursuant to
Section 203 of the Companies Act, 2013 read with the rules made there
under.
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 and the Company's Articles of Association, Mr. Siddharth
Sarda DIN:00763412, Director of the Company will retire by rotation at
the ensuing Annual General Meeting of the Company and being eligible,
has offered himself for reappointment.
8. TRANSFER TO RESERVES
During the period under review, no amount is being transferred to the
reserves of the Company.
9. NOMINATION & REMUNERATION POLICY:
The Company follows a policy on "Nomination and Remuneration of
Directors, Key managerial Personnel and Senior Management". The policy
is approved by the Nomination & Remuneration Committee and the Board.
More details on the same are given in Annexure "I".
10. AUDITORS
- Statutory Auditors
M/s. Khetawat Agarwal & Company, Chartered Accountants, Alwar (FRN
003960C) have been appointed as Statutory Auditors of the company at
the last AGM held on 30.09.2014 for a period of five years subject to
ratification by members at every consequent Annual General Meeting.
Therefore, ratification of appointment of Statutory Auditors is being
sought from the members.
The company has received letter from M/s. Khetawat Agarwal & Company,
Chartered Accountants, Alwar to the effect that their appointment, if
made, would be within the prescribed limits under Section 139 of the
Companies Act, 2013 and that they are not disqualified for appointment
within the meaning of Section 141 of the said Act.
The Notes on Financial Statements referred to in the Auditor's Report
for the financial year ended 31st March, 2015 are self- explanatory and
does not call for any further comments.
- Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed M/s V. M. &
Associates, Company Secretaries in Practice, Jaipur (FRN:
P1984RJ039200) as Secretarial Auditor of the Company to carry out the
secretarial audit of the company for the F. Y. 2014-15. The Secretarial
Audit Report is annexed herewith as Annexure "II" and it carries
following qualifications:
a. Newspaper Communications for Board Meetings and Result declarations
were not published by the Company;
b. Limited Review Reports of Auditors have not been intimated to the
Stock Exchange along with the financial results; and
c. Intimation and Outcome for all the Board Meetings held have not
been communicated to the Stock exchange.
In respect of above stated qualifications, your Directors would like to
clarify that:
Considering the size and working of the business, and keeping in view
the financial position, the Company was unable to publish the
advertisements in newspaper.
Due to non-employment of a Whole-time Company Secretary in the Company
the compliances remained pending and as a result of inadvertence the
same could not be complied with. The Company strives to ensure the due
compliances in future.
The Secretarial Audit report for the financial year ended 31 March,
2015 is self explanatory and does not call for any further comments.
- Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, the Board has appointed
M/s Amit M Agarwal, Chartered Accountants, Alwar as Internal Auditor of
the Company to carry out the internal audit of the company for the F.
Y. 2014-15.
The Internal Audit report for the financial year ended 31 March, 2015
is self explanatory and does not call for any further comments.
11. LOANS AND INVESTMENTS BY THE COMPANY
During the year under review, the company has not granted any loans,
guarantees or provided securities in excess of limits prescribed under
Section 186(2) of the Companies Act, 2013 and has not made any
investment through more than two layers of investment Companies. The
loan and advances provided is proposed to be utilised by the recipient
are provided in the Financial Statements (Please refer to Note 12 and
16 in the financial Statement.
12. RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the company in
accordance with provisions of Section 188 of the Companies Act, 2013.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large.
None of the Directors has any pecuniary relationships or transactions
vis-Ã -vis the Company.
13. CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board members and
senior management personnel of the Company, which is available on
website of the company i.e. www.sardaproteins.com.
The Company has obtained confirmations for the compliance with the said
code from all its Board members and senior management personnel for the
year ended March, 31, 2015.
MATERIAL CHANGES DURING THE FINANCIAL YEAR UNDER REVIEW
The information required under Section 134 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 relating to Material
Changes And Commitments, there are no such material changes and
commitments which affecting the financial position of the company.
14. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in form MGT 9 as on the financial year
ended 31st March, 2015 is annexed herewith as Annexure " III.
15. RISK MANAGEMENT
The Company has developed and implemented a risk management policy
which encompasses practices relating to identification, assessment
monitoring and mitigation of various risks to key business objectives.
The Risk management framework of the Company seeks to minimize adverse
impact of risks on our key business objectives and enables the Company
to leverage market opportunities effectively.
The various key risks to key business objectives are as follows:
The company has contracts of materials and sometimes hedges the same in
the NCDEX and has some risk in their as sometime market goes in
different directions. The directors keep strict watch on it.
16. EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/ KMP/ INDIVIDUAL
IRECTORS:
Pursuant to the provisions of the Companies Act, 2013, a separate
exercise was carried out to evaluate the performance of individual
Directors including the Chairman of the Board who were evaluated on
parameters such as their presence, leadership, level of engagement and
contribution and independence of judgment thereby safeguarding the
interest of the Company. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors. The board also carried out
annual performance evaluation of the working of its Audit, Nomination
and Remuneration as well as stakeholder relationship committee. The
Directors expressed their satisfaction with the evaluation process.
17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressed) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15
- Number of complaints received : NIL
- Number of complaints disposed off : NIL
18. FIXED DEPOSITS
The Company has not invited, accepted or renewed deposits from public
within the meaning of Section 73 of the Companies Act, 2013, read with
The Companies (Acceptance of Deposits) Rules, 2014 during the year
under review.
19. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company continuously strives to conserve energy, adopt environment
friendly practices and employ technology for more efficient operations.
The particulars relating to the energy conservation and technology
absorption, as required under Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 are given in the
ANNEXURE IV to this Report.
20. COMPOSITION OF AUDIT COMMITTEE
Composition
The Audit Committee comprises of three Directors, two of whom are
Non-Executive, Independent Directors. The Chairman of the Audit
Committee possesses knowledge by corporate finance, accounts and
company law.
The constitution of the Audit Committee of Directors is as under:
Names of Members Designation
Mr. Kailash Kumar Dhoot Chairman
DIN: 00168546 Independent, Non-Executive
Mr. Badri Bishal sarda Member
DIN: 01264693 Independent, Non-Executive
Mr. Damodar Prasad Sarda Member
DIN: 00763377 Whole time Director
Terms of Reference:
a) The recommendation for appointment, remuneration and terms of
appointment of auditors of the company;
b) Review and monitor the auditor's independence and performance, and
effectiveness of audit process;
c) Examination of the financial statement and the auditor's report
thereon;
d) Approval or any subsequent modification of transactions of the
company with related parties;
e) Scrutiny of inter-corporate loans and investments;
f) Valuation of undertakings or assets of the company, wherever it is
necessary;
g) Evaluation of internal financial controls and risk management
systems;
h) Monitoring the end use of funds raised through public offers and
related matters.
i) The role of Audit Committee shall inter alia include the roles as
prescribed in clause 49 of the listing agreement.
21. LISTING OF SECURITIES
The equity shares of the company are listed and traded in the BSE
Limited and the listing fee for the year 2015-16 has been duly paid.
Scrip Code: 519242. The company has applied for delisting to Calcutta
Stock Exchange Association Limited on 2nd Sep 2003 and has not paid any
listing fees since then and neither received any communication from the
said exchange in this matter.
22. VIGIL MECHANISHM
As per Section 177 of the Companies Act, 2013, a Vigil Mechanism has
been established in order to ensure that the activities of the Company
and its employees are conducted in a fair, honest and transparent
manner. The Vigil Mechanism Policy has been uploaded on the website of
the Company i.e. www.sardaproteins.com.
The functioning of the vigil mechanism is reviewed by the Audit
Committee from time to time.
23. REMUNERATION RELATED DETAILS
A. None of the employees of the company was in receipt of the
remuneration exceeding the limits prescribed u/s 197 (12) read with
rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of
Managerial Personnel) of the Companies Act, 2013 during the year under
review.
B. The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of sub- section 12
of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are forming part of this report as Annexure " V.
24. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors of the Company hereby state and confirm that:
- in the preparation of the annual accounts, the applicable accounting
standards had been followed and that there are no material departures
from the same;
- 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 or loss
of the Company for that period;
- 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;
- the directors had prepared the annual accounts on a going concern
basis;
- the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and;
- the directors had devised proper systems to ensure compliances with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
25. INTERNAL FINANCIAL CONTROL SYSTEMS:
The Company has put in place an adequate system of internal control
commensurate with its size and nature of business. These systems
provide a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes,
safeguarding of assets of the Company and ensuring compliance with
corporate policies. The Audit Committee reviews adherence to internal
control systems and internal audit reports.
26. ACKNOWLEDGEMENT:
The Board of Directors wish to place on record its sincere appreciation
for due co-operation received from the Company's Bankers, Government,
Advisors, Shareholders etc. The Directors are also thankful to the
employees at all levels for their continued support.
BY ORDER OF THE BOARD OF DIRECTORS
FOR SARDA PROTEINS LIMITED
SD/-
DAMODAR PRASAD SARDA
PLACE : ALWAR DIN: 00763377
DATE : 4th November, 2015 CHAIRMAN
Mar 31, 2014
The Members,
Sarda Proteins Limited
The Directors have pleasure in presenting the Twenty Third Annual
Report of your Company along with Audited Annual Accounts for the year
ended on 31st March, 2014.
FINANCIAL RESULTS
The financial performance of the Company for the year ended on 31st
March, 2014 is as follows: (In Rs.)
Particulars F.Y. F.Y.
2013-14 2012-13
Sales 24,396,850 1,25,816,127
Other Income 2,81,561 18,55,152
Profit/(Loss) before tax (17,26,557.48) (44,74,255.04)
Net/(Loss) Profit after tax (1,214,875.48) (3,273,151.04)
Payment of Dividend - -
EPS (Basic) (0.50) (1.34)
EPS (Diluted) (0.50) (1.34)
OPERATIONS
The sales of the company has decreased due to closure of Mustard Oil
Mill during the previous year. The company has installed a wheat
grading plant during the year but it was not viable. At present company
is doing trading activities of mustard oil.
RESERVES
There are no oprational profits to be transfered to Reserve and
surplus. There is a loss of Rs.12.41 Lakhs so net negative figures of
Reserve and surplus is (Rs. 28.89 Lakhs) previous year Rs. (16.74
Lakhs)
DIVIDEND
The company do not have any surplus in Reserve and Surplus to consider
any dividend.
METARIAL CHANGES - There are no material changes after closing of books
to signing of Balance Sheet.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits from public
during the year.
DIRECTORS
During the year there has been no change in the Board of Directors. In
accordance with the applicable provisions of the Companies Act, 2013
and the Company''s Articles of Association, Shri Madhu Sudan Somani, is
liable to retire by rotation and being eligible offer himself for
reappointment. Directors recommend his re-appointment.
Shri Badri Bishal Sarda, Shri Kailash Kumar Dhoot and Shri Pawan Kumar
Maheshwari are proposed to be re-appointed as Independent Directors
(not liable to retire by rotation) of the Company, respectively at this
23rd AGM for a term up to 31st March, 2019.
AUDITORS AND AUDITOR''S REPORT
During the year statutory auditors of the Company M/s S. S. Kothari
Mehta & Compay has resigned and the casual vacancy caused was filled by
appointing M/s Khetawat Agarwal & Company (FRN 003960C) in the extra
ordinary general meeting held on 5-12-2013.
M/s. Khetawat Agarwal & Company, Chartered Accountants, Alwar , the
Statutory Auditors of the Company will retire at the ensuing Annual
General Meeting and are eligible for re- appointment. The Company has
received communication from M/s. Khetawat Agarwal & Company, Chartered
Accountants, Alwar to the effect that their re-appointment, if made,
would be within the prescribed limits under Section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified for re-
appointment.
They are sought to be re-appointed for 5 (Five) Financial Years. The
observations of the Auditors are self-explanatory and have been
explained / clarified wherever necessary in appropriate notes to
Accounts and therefor do not call for any further comments.
COMPLIANCE CERTIFICATE
As per the requirements of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s V.M. & Associates, Company Secretaries
in Whole-time Practice, confirming that the Company has complied with
the provisions of the Companies Act, 1956 and a copy of the Compliance
Certificate is annexed to this report.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors, based on the representations received from the
operational management, confirm in pursuance of Section 217(2AA) of the
Companies Act, 1956 and Section 134(5) of the Companies Act, 2013,
that:
. that in the preparation of annual accounts for the
Financial year 2013-14, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
That the Directors had selected such accounting policies
and applied them consistently and made judgments and estimated that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period.
That the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
That the annual accounts are prepared on a going concern
basis
PARTICULARS OF EMPLOYEES
There are no employees in the Company whose particulars are required to
be disclosed under the provisions of section 217(2A) of the Companies
Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 as amended, from time to time.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars regarding foreign exchange earnings and expenditure are
NIL. The company is not manufacturing anything. So no report is called
for conservation of energy and fuel. The previous year figures are
given.
ACKNOWLEDGEMENT
The Board of Directors place on record their appreciation for the
assistance and cooperation received form the Financial
institutions, banks, government and local authorities for their strong
support and valuable guidance. The directors are thankful to the
shareholders for their continuing support to the Company. Your
directors also wish to place on record their deep sense of appreciation
for the devoted services of the executives, staff and workers of the
Company for its success.
By Order of the Board
Sd/-
Damodar Prasad Sarda
PLACE : ALWAR Chairman
DATE : 27.08.2014 DIN: 00763377
Mar 31, 2012
TO THE MEMBERS
The Directors have pleasure in presenting the Twenty First Annual
Report of your Company along with Audited Annual Accounts for the year
ended 31st March, 2012.
OPERATION
During the year under review your company's sales have increased to Rs.
2701.07 Lakhs and a pre tax profit of Rs.11.59 Laksh was earned after
providing depreciation of Rs. 6.02 Lakhs and after providing tax of Rs.
3.72 Lakhs a net profit of Rs. 7.87 Lakhs was earned.
FINANCIAL OF THE COMPANY
The financial performance of the Company for the year ended on 31st
March, 2012 is as follows:
Rupees in Lakhs
Particulars 2011-12 2010-11
Sales 2701.07 2445.84
Other Income 32.89 2.01
Expenditure exluding
Depreciation 2716.35 2173.83
Depreciation 6.02 6.36
Proflt/(Loss) before tax 11.59 (32.33)
Provision for Taxation 3.72 (11.07)
Profit / (Loss) after tax 7.87 21.25
Profit / (Loss) carried to
Balance Sheet (2.09) (9.96)
Dividend -- --
EPS (Basic) 0.32 (0.87)
EPS (Diluted) 0.32 (0.87)
MATERIAL CHANGES
There are no material changes.
DIVIDEND
Bearing in mind the financials of the Company, the Directors do not
recommend any dividend for the year.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits from public
during the year.
DIRECTORS
During the year there has been no change in the Board of Directors. In
accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri Madhu Sudan Somani retires
by rotation at the ensuing Annual General Meeting of the Company. He is
eligible for re- appointment.
Shri Damodar Prasad Sarda, whole-time director is reappointed for a
further period of 5 years w.e.f. 1st February, 2012, this reappointment
is proposed to be confirmed at the ensuing Annual General Meeting.
AUDITORS
M/s. S.S. Kothari Mehta & Co., Chartered Accountants, Statutory
Auditors of the Company holds office until the conclusion of the
forthcoming Annual General Meeting and is eligible for re- appointment
The Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1 B) of the Companies Act, 1956. Accordingly, the said
Auditors are proposed to be re- appointed as auditors of the Company
for the financial year 2012-13 at the ensuing Annual General Meeting.
The notes to the accounts referred to in the Auditors' Report are
self- explanatory and therefore do not call for any further comments.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, your
Directors confirm that:
1. in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and there are no material
departures;
2. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the State of Affairs of the
Company for the financial year ended 31st March 2012 and of profit of
the Company for that year;
3. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate Accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. they have prepared the Annual Accounts on a 'going concern'
basis.
PARTICULARS OF EMPLOYEES
There are no employees in the Company whose particulars are required to
be disclosed under the provisions of section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, from time to time.
COMPLIANCE CERTIFICATE
As per the requirements of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s V. M. & Associates, Company Secretaries
in Whole-time Practice, confirming that the Company has complied with
the provisions of the Companies Act, 1956 and a copy of the Compliance
Certificate is annexed to this report.
The appointment of M/s V.M. & Associates, Company Secretaries in
Whole-time Practice, is also sought, for the year 2012-13, given in the
notice.
CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars regarding foreign exchange earnings and expenditure are
NIL. The directors always put stress on utilizing the power and fuel at
optimum efficiency. The Company is using agro-waste, in place of coal.
The particulars of power and fuel consumed is annexed in Annexure
herewith and forms integral part of the report. The company is using
Agro waste in place of coal.
ACKNOWLEDGEMENT
The Board of Directors place on record their appreciation for the
assistance and cooperation received form the Financial institutions,
banks, government and local authorities for their strong support and
valuable guidance. The directors are thankful to the shareholders for
their continuing support to the Company. Your directors also wish to
place on record their deep sense of appreciation for the devoted
services of the executives, staff and workers of the Company for its
success.
For and on behalf of the Board of Directors
Sd/-
PLACE : ALWAR D.P. Sarda
DATE . 30.08 2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting their Nineteenth Annual
Report on the operation of the company and Audited Accounts for the
financial year ending 31.03.2010 with Auditors Report thereon.
OPERATION
During the year under review your companys sales have decreased to Rs.
1871.94 Lakhs and pretax loss of Rs.23.06 Lakhs was incured after
providing the depreciation of Rs.6.92 Lakhs during the year. After
adjustment of Fringe Benefit Tax, Income Tax and Deferred Tax the net
loss stands at Rs. 17.44 Lakhs. ACCOUNTS AND FINANCIAL DATA Rs. In
Lacs
Particulars Current Previous
Year Year
Sales 1871.94 2456.17
Other Income 10.24 3.53
Profit before Depreciation (16.14) 9.04
Depreciation 6.92 8.10
Net profit/(Loss) before Tax (23.06) 0.94
Provision for Tax (5.62) (2.07)
Profit / (Loss) after Tax (17.44) 3.01
TRANSFER TO RESERVE
During the year under review your company has made a net loss of Rs.
17.44 Lakhs (Previous Year Profit Rs. 3.01 Lakhs) and the same is being
transferred to general re- serve account, the balance of Rs. 11.29
Lakhs is being carried to the Balance Sheet
DIVIDEND
There is not adequate profit in Profit and Loss account to declare the
dividend. The directors do not recommend any dividend for the year.
MATERIAL CHANGES
Due to continuous losses and looking over the bleak position of the
manufacturing of edible oil business it has been decided to change the
business and dispose off the fixed assets of the company, A postal
resolution has neen passed by members to sell/lease the fixed assets of
the company.
DIRECTORS
During the year there has been no change in the Board of Director.
In accordance with the provisions of the Companies Act. 1956 and the
Articles of Association, Shri Badri Bishal Sarda, retires by rotation
at the forthcoming An- nual General Meeting and being eligible, offers
himself for reappointment.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Shri Siddharth Sarda, retires by rotation at
the forthcoming Annual Gen- eral Meeting and being eligible, offers
himself for reap- pointment.
AUDITORS
The companys auditors M/s S.S. Kothari Mehta & Co. New Delhi will
retire at the conclusion of the ensuing An- nual General Meeting and
being eligible has offered them selves for reappointment. They have
furnished certificate to the effect that their appointment if made will
be in accor- dance with Sub-Section (1-B) of section 224 of the Com-
panies Act, 1956. There is no material qualification ex- pressed by
Auditors on the accounts of the company and their notes are
self-explanatory.
FIXED DEPOSITS
During the financial year under review the company has not accepted any
deposits in pursuant to Section 58 A and 58 AA of the Companies Act,
1956 read with Companies (Acceptance of Deposits) Rules 1975.
PARTICULARS OF EMPLOYEES
The Company has no employee in the category speci- fied under Section
217 (2A) of the Companies Act, 1956 drawing no less than 24,00,000/=
per annum or not less than Rs. 2,00,000/= per month if employed for
part of the year.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned any foreign exchange and has not spent any
amount in foreign exchange dur- ing the year.
INFORMATION REGARDING CONSERVATION OF ENERGEY
Your directors always put stress on utilizing the power and fuel at
optimum efficiency. The particulars of power and fuel consumed is
annexed in Annexure "A" here- with and forms integral part of the
report. The company is using agro waste, in place of coal.
COMPLIANCE CERTIFICATE
As per the provisions of Section 383A of the Compa- nies Act 1956,
M/sV.M. & Associates., Company Secre- taries in whole time practice
were appointed for the period and a Compliance Certificate from them is
an- nexed hereto and forming part of the report. DIRECTORS
RESPONSIBILITY STATEMENT
The Directors would like to inform the members that the Audited
Accounts for the financial year ended 31st March, 2010 are in
conformity with the requirement of the companies Act, 1956. These
financial results are audited by the Statutory Auditors M/s S.S.
Kothari Mehta & Co. The Directors further confirm that:
1) In the preparation of the annual accounts, the appli- cable
accounting standards have been followed along with proper explanations
relating to material departures.
2) The director has selected such accounting policies and applied them
consistently and made judge- ments and estimate that are reasonable and
pru- dent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year, and of the Loss of the
Company for the period.
3) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safe- guarding the assets of the company and
for pre- venting and detection of fraud and other irregulari- ties.
4) The Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGMENT
Your Directors are pleased to put on record with gratitude the
cooperation, assistance and support ex tended by employees, customers,
suppliers, various government agencies and shareholders of the company.
On behalf of the Board
Place : Alwar D.P. Sarda
Date: 3rd Sep. 2010 Chairman
Mar 31, 2009
The Directors have pleasure in presenting their Eigh- teenth Annual
Report on the operation of the company and Audited Accounts for the
financial year ending 31.03.2009 with Auditors Report thereon.
OPERATION
During the year under review your companys sales have increased to Rs.
2456.17 Lakhs and pretax profit of Rs.0.94 Lakhs was earned after
providing the depreciation of Rs-.8.10 Lakhs during the year. After
adjustment of Fringe Benefit Tax, Income Tax and Deferred Tax the net
profit stands at Rs.3.01 Lakhs. ACCOUNTS AND FINANCIAL DATA Rs. In
Lacs
Particulars Current Previous
Year Year
Sales 2456.17 2387.47
Other Income 3.53 1.84
Profit before Depreciation 9.04 15.84
Depreciation 8.10 9.68
Net profit/(Loss) before Tax 0.94 6.16
Provision for Tax (2.07) 1.45
Profit / (Loss) after Tax 3.01 4.70
TRANSFER TO RESERVE
During the year under review your company has made a net profit of Rs.
3.01 Lakhs (Previous Year Rs.4.70 Lakhs) and the same is being
transferred to general reserve account, the bal- ance of Rs. 28.73
Lakhs is being carried to the Balance Sheet DIVIDEND
There is not adequate profit in Profit and Loss account to declare the
dividend. The directors do not recommend any dividend for the year.
MATERIAL CHANGES
There are no material changes after the closure of the books.
DIRECTORS
During the year Shri Chandra Shekhar Sarda has resigned from
directorship w.e.f. 6th March 2009. In accordance with the provisions
of the Companies Act. 1956 and the Articles of Association, Shri M.S.
Somani, retires by rotation at the forthcoming Annual General Meet- ing
and being eligible, offers himself for reappointment. In accordance
with the provisions of the Companies Act, 1956 and the Articles of
Association, Shri D.P. Sarda, retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for
reappointment. AUDITORS
The companys auditors M/s S.S. Kothari Mehta & Co. New Delhi will
retire at the conclusion of the ensuing Annual General Meeting and
being eligible has offered themselves for reap- pointment. They have
furnished certificate to the effect that their appointment if made will
be in accordance with Sub-Sec- tion (1-B) of section 224 of the
Companies Act, 1956. There is no material qualification expressed by
Auditors on the accounts of the company and their notes are
self-explanatory.
FIXED DEPOSITS
During the financial year under review the company has not accepted any
deposits in pursuant to Section 58 A and 58 AA of the Companies Act,
1956 read with Companies (Acceptance of Deposits) Rules 1975.
PARTICULARS OF EMPLOYEES
The Company has no employee in the category specified under Section 217
(2A) of the Companies Act, 1956 draw- ing no less than 24,00,000/= per
annum or not less than Rs. 2,00,000/= per month if employed for part
of the year. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned any foreign exchange and has not spent any
amount in foreign exchange during the year. INFORMATION REGARDING
CONSERVATION OF ENERGEY
Your directors always put stress on utilizing the power and fuel at
optimum efficiency. The particulars of power and fuel consumed is
annexed in Annexure "A" herewith and forms integral part of the report.
The company is using agro waste, in place of coal. DIRECTORS
RESPONSIBILITY STATEMENT
The Directors would like to inform the members that the Audited
Accounts for the financial year ended 31st March, 2009 are in
conformity with the requirement of the companies Act, 1956. These
financial results are audited by the Statu- tory Auditors M/s S.S.
Kothari Mehta & Co. The Directors further confirm that:
1) In the preparation of the annual accounts, the appli- cable
accounting standards have been, followed along with proper explanations
relating to material depar- tures.
2) The director has selected such accounting policies and applied them
consistently and made judgements and es- timate 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 the period.
3) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in ac- cordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detec- tion of fraud and other irregularities.
4) The Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGMENT
Your Directors are pleased to put on record with grati- tude the
cooperation, assistance and support extended by employees, customers,
suppliers, various government agencies and shareholders of the company.
On behalf of the Board
Place : New Delhi D.P. Sarda
Date : 1stSept., 2009 Chairman
Mar 31, 2004
The Directors have pleasure in presenting their Thirteenth Annual
Report on the operation of the Company and Audited Accounts for the
financial year ending 31.03.2004 with Auditors Report thereon.
OPERATION
During the year under review, your company has installed a small
flourmill manufacturing wheat flour (chakki atta). The company has also
written off the amount standing against the capital work in progress
amounting to Rs. 15.99 Lakhs, as it does not seem possible to install
the solvent extraction plant with available funds with the company.
Your company has made a net loss of Rs. 28.82 Lacs as compared to the
net profit of Rs. 7.64 Lacs during the previous year after providing
the depreciation and writing off of capital work in progress.
ACCOUNTS AND FINANCIAL DATA
Rs. In Lacs
Particulars Current Year Previous Year
Total Income 1278.43 1696.10
Profit before Depreciation
& Misc. Exp. Written off (5.95) 19.50
Depreciation & Misc. Exp.
& Capital Expenditure w.off 29.24 15.06
Net Profit/(Loss)before Tax (35.19) 4.44
Provision for Tax (6.37) (3.20)
Profit / (Loss) after Tax (28.82) 7.64
TRANSFER TO RESERVE
During the year, your company has made a net loss of Rs. 28.82 Lacs
(previous year profit Rs. 7.64 Lacs) and the same is being carried to
Balance Sheet. After adjustment of loss and deferred tax liability as
per Accounting Standard AS-22,debit balance in Profit & Loss account
stands to Rs. 28.73 Lacs.
DIVIDEND
There is loss in Profit and Loss account. The directors do not
recommend any dividend for the year.
MATERIAL CHANGES
The performance of the company has been affected due to
non-introduction of VAT system of taxation proposed in place of sales
tax system. The performance of the company for the first quarter is
poor than last year. There has been an Entry Tax imposed by state
government of Rajasthan in the budget on puchase of empty tin
containers which will result in inceasing the cost of packing by Rs.
4.00 lakhs per annum in compare to other manufacturers in the state and
that will adversely affect the competitiveness of the company.
DELISTING OF SHARES
During the year the company has applied for delisting of shares from
Jaipur, Ahemedabad, Delhi and Kolkata stock exchange after receiving
the approval of members in the last AGM. So far only Ahemedabad Stock
Exchange has delisted the share of the company and approval from other
stock exchange is awaited. However the shares of the company will
remain listed and traded* in The Stock Exchange, Mumbai.
DIRECTORS
During the year, there is no change in the Board of Directors. However,
Sh. C.S. Sarda will retire by rotation at the conclusion of ensuing
Annual General Meeting. Being eligible, he offers himself for
reappointment. The board recommends his reappointment.
AUDITORS
The companys auditors M/s S.S. Kothari & Co., New Delhi has changed
their name from last November to M/s S.S. Kothari Mehta & Co. and they
will retire at the conclusion of the ensuing Annual General Meeting and
being eligible has offered themselves for reappointment. They have
furnished certificate to the effect that their appointment if made will
be in accordance with Sub-Section (1-B) of section 224 of the Companies
Act, 1956. There is no material qualification expressed by Auditors on
the accounts of the Company and their notes are self-explanatoy.
FIXED DEPOSITS
During the financial year under review the Company has not accepted any
deposits in pursuant to Section 58 A and 58AA of the Companies Act,
1956, read with Companies (Acceptance of Deposits) Rules 1975.
PARTICULARS OF EMPLOYEES
The Company has no employee in the category specified under Section 217
(2A) of the Companies Act, 1956 drawing no less than 24,00,000/= per
annum or not less than Rs. 2,00,000/= per month if employed for part of
the year.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned any foreign exchange and has not spent any
amount in foreign exchange during the year.
INFORMATION REGARDING CONSERVATION OF ENERGY
Your directors always put stress on utilizing the power and fuel at
optimum effeciency. The particulars of power and fuel consumed is
annexed in Annexure "A" herewith and forms integral part of the report.
The company is using agro waste in place of coal which has resulted in
reducing the fuel cost by two third.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to inform the members that the Audited
Accounts for the financial year ended 31st March, 2004 are in full
conformity with the requirement of the Companies Act, 1956. These
financial results are audited by the Statutory Auditors M/s S.S Kothari
Mehta & Co. The Directors further confirm that:
1) In the preparation of the annual accounts,the applicable accounting
standards have been followed.
2)The accounting policies are consistently applied and reasonable.
Prudent judgement and estimates are made 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 profits of the Company for that period.
3) 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 providing and detecting fraud and other irregularities.
4)The Directors has prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors are pleased to put on record with gratitude the
co-operation, assistance and support extended by clients, various
government agencies and shareholders of the Company.
On behalf of the Board
D.P.Sarda
Chairman
Place : Bhiwadi
Date : 25th Aug. 2004
Mar 31, 2003
The Directors have pleasure in presenting their Twelfth Annual Report
on the operation of the Com- pany and Audited Accounts for the
financial year end- ing 31.03.2003 with Auditors Report thereon.
OPERATION
During the year under review, your company has made a net Profit of Rs.
7.64 Lacs as compared to the net loss of Rs. 17.34 Lacs during the
previous year.
ACCOUNTS AND FINANCIAL DATA
Rs. In Lacs
Particulars Current Year Previous Year
Total Income 1696.10 1227.83
Profit before Depreciation
& Misc. Exp. Written off 19.50 (3.58)
Depreciation & Misc. Exp.
Written off 15.06 14.46
Net Profit/(Loss) before Tax 4.44 (18.04)
Provision for Tax (3.20) (0.70)
Profit / (Loss) after Tax 7.64 (17.34)
TRANSFER TO RESERVE
During the year, your company has made a net profit of Rs. 7.64 Lacs
(previous year loss Rs. 17.34 Lacs) and the same is being transferred.
After adjustment of loss and deferred tax liability as per Accounting
Standard AS-22,credit balance in Profit & Loss ac- count stands to Rs.
0.09 Lacs.
DIVIDEND
There is not enough surplus for dividend. The direc- tors do not
recommend dividend.
MATERIAL CHANGES
During the year, the persormance of the company was expected to improve
due to proposed VAT sys- tem of taxation in lieu of sales tax. However,
non in- troduction of VAT is affecting the performance of the company.
The crop of Mustard Seed was a failure and the shortage of raw material
may adversely af- fect the performance of the company during the year.
DIRECTORS
During the year, there is no change in the Board of Directors. However,
Sh. M. S. Somani will retire by rotation at the conclusion of ensuing
Annual Gen- eral Meeting. Being eligible, he offers himself for re-
appointment. The board recommends his reappoint- ment.
AUDITORS
M/s S.S. Kothari & Co. Chartered Accountants, New Delhi will retire at
the conclusion of the ensuing An- nual General Meeting being eligible
offer themselves for reappointment. They have furnished certificate to
the effect that their appointment if made will be in accordance with
Sub-section (1-B) of Section 224 of the Companies Act, 1956. There is
no material quali- fication expressed by Auditors on the accounts of
the Company and their notes are self-explanatory.
FIXED DEPOSITS
During the financial year under review the Company has not accepted any
deposits in pursuant to Sec- tion 58 A of the Companies Act, 1956, read
with Com- panies (Acceptance of Deposits) Rules 1975.
PARTICULARS OF EMPLOYEES
During the year under review there were no employees drawing annual
remuneration of Rs. 24,00,000/- or Rs. 2,00,000/- per month in case of
he was em- ployed for a part of the year.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned any foreign ex- change and has not spent any
amount in for- eign exchange during the year.
INFORMATION REGARDING CONSERVATION OF ENERGY
Your directors always put stress on utilising the power and fuel at
optimum effeciency. The par- ticulars of power and fuel consumed is
annexed in Annexure "A" herewith and forms integral part of the report.
During the year, the company has installed mustard husk (Agro Waste)
fired fur- nace, which has resulted in a reduction in fuel cost of
around Rs. 3.00 Lakhs. During the year, the company has maintained
power factor at the peak level, which has resulted in reduction in the
electricity bill by Rs. 1.35 Lakhs.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to inform the members that the Audited
Accounts for the financial year ended 31st March, 2003 are in full
conformity with the requirement of the Companies Act, 1956. These
financial results are audited by the Statutory Auditors M/s SS Kothari
& Company. The Directors further confirm that:
1) In the preparation of the annual accounts,the applicable accounting
standards have been followed.
2)The accounting policies are consistently applied and reasonable.
Prudent judgement and estimates are made 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 profits of the
Company for that period.
3) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for providing and detecting fraud and other irregularities.
4)The Directors have prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors are pleased to put on record with gratitude the
co-operation, assistance and sup- port extended by employees, clients,
various government agencies and shareholders of the Company.
On behalf of the Board
D.P.Sarda
Chairman
Place : Bhiwadi
Date : 2nd Sep. 2003
Mar 31, 2002
The Directors have pleasure in presenting their Eleventh Annual Report
on the operation of the Company and Audited Accounts for the financial
year ending 31.03.2002 with Auditors Report thereon.
OPERATION
During the year under review, your company has made a net loss of Rs.
17.34 Lacs as compared to the net loss of Rs.2.08 Lacs during the
previous year.
ACCOUNTS AND FINANCIAL DATA
Rs. In Lacs
Particulars Current Year Previous Year
Total Income 1227.83 1269.15
Profit before Depreciation
& Misc. Exp. Written off (3.58) 12.01
Depreciation & Misc. Exp.
Written off 14.46 14.08
Net Profit/(Loss) before Tax (18.04) (2.08)
Provision for Tax (0.70) -
Profit / (Loss) after Tax (17.34) (2.08)
TRANSFER TO RESERVE
During the year, your company has made a net loss of Rs. 17.34 Lacs
(previous year loss Rs. 2.08 Lacs) so there are no profits to transfer
to reserve and surplus. Your director do not recommend any dividend for
the year. After adjustment of loss and deferred tax liability as per
newly adopted accounting standard AS-22 a debit the balance in Profit &
Loss account stands to Rs. 7.56 Lacs.
OUTLOOK
The sales tax exemption of the company has ex- pired in May 2001 and it
has affected the per-
formance of the company, as with the current rates it will have an
additional burden of around Rs. 10.00 Lacs in the current year.
However, your directors hope that with the advent of VAT sys- tem from
April 2003 instead of present sales tax system may benefit the company
due to level playing field from next financial year.
DIRECTORS
During the year, there is no change in the Board of Directors. However,
Sh. D.P.Sarda will retire by rotation at the ensuing Annual General
Meeting. Being eligible, he offers himself for re-appointment. The
board recommends his re-appointment.
AUDITORS
M/s S.S. Kothari & Co. Chartered Accountants, New Delhi will retire at
the conclusion of the ensuing Annual General Meeting being eligible
offer them- selves for re-appointment. They have furnished certificate
to the effect that their appointment if made will be in accordance with
Sub-section (1-B) of Section 224 of the Companies Act,1956. There is no
material qualification expressed by Audi- tors on the accounts of the
Company and their notes are self-explanatory.
FIXED DEPOSITS
During the financial year under review the Company has not accepted any
deposits in pursuant to Section 58 A of the Companies Act,1956, read
with Compa- nies (Acceptance of Deposits) Rules 1975.
PARTICULARS OF EMPLOYEES
During the year under review there were no employees drawing annual
remuneration of Rs. 12,00,000/= or Rs. 1,00,000/= per month is case of
he was employed for a part of the year.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned any foreign exchange and has not spent any
amount in foreign exchange during the year.
INOFRMATION REGARDING CONSERVATION OF ENERGY
Your directors always put stress on minimising the per unit cost of
energy and fuel consumed and also to use energy, electricity and fuel
at the optimum level. The particulars of power & fuel used is annexed
herewith and forms integral part of the report.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to inform the members that the Audited
Accounts for the financial year ended 31st March, 2002 are in full
conformity with the requirement of the Companies Act, 1956. These
financial results are audited by the Statu- tory Auditors M/s SS
Kothari & Company. The Directors further confirm that:
1) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
2) The accounting policies are consistently applied and reasonable.
Prudent judgement and estimates are made 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 profits of the Company for that period.
3) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for providing and detecting fraud and other irregularities.
4) The Directors have prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors are pleased to put on record with gratitude the
co-operation, assistance and support extended by employees, clients,
various government agencies and shareholders of the Company.
On behalf of the Board
D.P.Sarda
Chairman
Place : Bhiwadi
Date : 2nd Sep., 2002