Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 21st Annual Report on
the business and operations of the Company together with the Audited
Accounts for the year ended 31st March 2015.
1. FINANCIAL RESULTS (Standalone)
For the Year ended 31st March
Particulars (Rs.in Lakhs)
2015 2014
Sales and Other Income 0.16 3319.68
Profit Before Interest and Depreciation (61.58) 492.84
Interest & Finance Charges 61.98 176.14
Depreciation 205.32 268.38
Profit before Tax (328.90) 48.30
Less: Provision for Taxation
Current Tax 0 9.20
Deferred Tax (221.02) 35.99
Net Profit After Tax (107.88) 3.11
Balance b/f from previous year 469.68 466.57
Depreciation on assets having no useful life (134.96)
Total 226.83 469.68
Balance carried to Balance Sheet 226.83 469.68
FINANCIAL SUMMARY:
During the period under review, the company has stopped its operations
due to lack of funds and banking operations become NPA. The NPA account
has been acquired by an ARC from Bank. During the year net loss of the
company after providing depreciation is Rs. 107.88 Lakhs (after making
provision for Deferred Tax Assets of INR 221.01 Lakhs ) as against Rs.
3.10 Lakhs in the previous year, after making provision for deferred
tax liability.
DIVIDEND:
The Company has incurred losses during the year under review and hence
the directors have not declared any dividend to its members.
SHARE CAPITAL AND DEBENTURES:
The paid-up equity capital of the Company as on March 31, 2015 is
25,43,57,840/- consisting of 2,54,35,784 equity shares of INR 10/-
each.
PROSPECTS
Your Directors are in the process of reviving the activity by reducing
the Bank liability as the higher bank loans are no longer viable
business proposition to the company
FUTURE PLANS
As stated in the earlier reports the implementation of the 10 MW power
plant at Sambalpur Dt. Odisha which is expected to be completed during
Sept. 13. The project got delayed because of non release of funds by REC
and repayment of unsecured loan. However company now arranging funds and
PFC also initiated steps to revive the project. Therefore project will
be completed by March 2017. The unit rate for the power purchase
agreement is also attractive. There is no other unit in the vicinity of
the power project area therefore this proposal is viable proposition.
The company also ordered for Plant and Machinery and civil works have
been completed. All the licenses and approvals are in place.
SUBSIDIARY COMPANIES:
The Company has following 2 subsidiaries as on March 31, 2015 namely:
1) SWARNAJYOTHI AGRO & EXPORTS INDIA PRIVATE LIMITED
2) RPVS RENEWABLE ENERGIES PRIVATE LIMITED
There are no associate companies within the meaning of Section 2(6) of
the Companies Act, 2013 ("Act"). There has been no material change in
the nature of the business of the subsidiaries. There are no operations
in the subsidiary Companies during the year.
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company's subsidiaries in Form AOC-1 is attached to the financial
statements of the Company. Pursuant to the provisions of section 136 of
the Act, the financial statements of the Company, consolidated
financial statements along with relevant documents and separate audited
accounts in respect of subsidiaries, are available on the website of
the Company. The details of the subsidiaries are given in Annexure I in
Form AOC-1 and the same forms part of this report
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
ii. they have 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;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of provisions of Section 152 of the Companies Act, 2013, Sri
PRADEEP KUMAR MAHAPATRO, Director of the Company will retire at the
ensuring Annual General Meeting and being eligible, offer himself for
reappointment.
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1, 2014, BRAHMANANDA ROUT, SUDHANIDHI ROUT and
KOLACHANA SHASTRI VENKATESWARA were appointed as independent directors
at the last annual general meeting of the Company held on 31st
December, 2015. The terms and conditions of appointment of independent
directors are as per Schedule IV of the Act. They have submitted a
declaration that each of them meets the criteria of independence as
provided in Section 149(6) of the Act and there has been no change in
the circumstances which may affect their status as independent director
during the year.
During the year, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company.
NUMBER OF MEETINGS OF THE BOARD:
8 meetings of the board were held during the year. For details of the
meetings of the board, please refer to the corporate governance report,
which forms part of this report. The intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013.
BOARD EVALUATION:
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49"). The performance of
the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition
and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
Declaration by an Independent Director(s) and re- appointment, if any:
A declaration by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 shall be enclosed as Annexure VI.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board's report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the directors'
report.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report
AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s RRK &ASSOCIATES, Chartered Accountants,
Hyderabad were appointed as statutory auditors of the Company from the
conclusion of the twentieth annual general meeting (AGM) of the Company
held on 31st December, 2014 till the conclusion of the twenty fourth
AGM to be held in the year 2018, subject to ratification of their
appointment at every AGM.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:
The auditors' report contain the following qualifications, reservations
or adverse remarks: The management has replied to the qualifications of
the Auditor as follows:
Query: With reference to the Note No.12 of the financial statements
wherein the management of the company has considered Trade receivables
amounting to Rs.9,54,85,831 as good and fully recoverable. In the
absence of external confirmations from the customers from whom these
amounts are due or other alternate audit evidence to corroborate
management's assessment of recoverability of these balances and with
regard to the age of these balances, we are unable to comment the
extent to which these balances are recoverable.
Reply: The Material sent to parties are subject to quality checking at
their end, the material (castor seeds) contains the heavy moisture when
procured effected the quality therefore receivable amount qualified by
the auditor of Rs. 9,54,85,831.00, can be partly realizable because of
quality problems . However the company is trying its level best to
collect/settle with the parties in order to reach the amicable
solution.
The secretarial auditors' report contain the following qualifications,
reservations or adverse remarks. The management has replied to the
qualifications of the Secretarial Auditor as follows:
Query: The intermittent vacancy caused by resignation of woman director
was not filled up by the Board with in the stipulated time.
Reply: Management has taken steps to find a suitable candidate to be
appointed as Woman director to comply with the provisions of Companies
Act, 2013 & listing agreement entered with the Stock Exchanges
Query: The Company has not appointed Key Managerial Person i.e. Company
Secretary.
Reply: Availability of the experienced and qualified Company Secretary
in the market is less and getting them is difficult and even after
giving the advertisement we could not get, therefore the company could
not appoint the Company Secretary. However, Company has taken steps to
appoint a whole time Company Secretary in the Company.
Query: Annual General Meeting for the financial year ended on
31/03/2014 was not convened within the due date.
Reply: The company operations were stalled by the trade unions and
coupled with Financial constrains faced by the company and non-release
of funds by REC and unplanned repayment of loan to the long term
creditor on his demand which was not envisaged by the company in short
term. Due to the above said unavoidable circumstances, company has not
conducted the Annual General Meeting. However, Company is conducting
the Annual General Meeting for the Financial year 2013- 14 on
31.12.2015.
Query: The company has not complied with the clauses 16, 35, 41, 47(C),
49, 52 and Reconciliation of Share Capital Audit of the listing
agreements entered with BSE Limited and Pune Stock Exchange Reply:
Company is in the process of complying with the all the clauses of
listing agreement.
Report of the secretarial auditor is given as an annexure which forms
part of this report.
RISK MANAGEMENT POLICY:
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been
covered in the management discussion and analysis, which forms part of
this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The particulars of loans, guarantees and investments have been
disclosed in the financial statements. TRANSACTIONS WITH RELATED
PARTIES:
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Annexure II in Form
AOC-2 and the same forms part of this report.
EXTRACT OF ANNUAL RETURN:
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure VI in the prescribed Form MGT-9, which
forms part of this report.
DISCLOSURE REQUIREMENTS:
As per Clause 49 of the listing agreements entered into with the stock
exchanges, A detailed Report on Corporate Governance, Management
Discussion and Analysis Report and the Certificate from the Auditors of
your Company regarding compliance of conditions of Corporate Governance
are attached, which form part of this report.
As per Clause 55 of the listing agreements entered into with the stock
exchanges, a business responsibility report is attached and forms part
of this annual report.
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreements with stock exchanges
LISTING OF SHARES
The Equity shares of your Company are listed on Pune Stock Exchange and
Ahmedabad Stock Exchange. The shares of the Company are being traded on
Bombay Stock Exchange (Indonext).
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under,
M/s.Mittapalli Naga Kishore, Practicing Company Secretary have been
appointed Secretarial Auditors of the Company. The report of the
Secretarial Auditors is enclosed as Annexure V to this report. The
report is self-explanatory and do not call for any further comments.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 134 of the Companies Act,
2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014) are
set out in Annexure-III to this report.
PARTICULARS OF EMPLOYEES
There are no employees whose information is required to be disclosed
under Section 197 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
PERSONNEL
Employees are our vital and most valuable assets. We have created a
favorable work environment that encourages innovation and meritocracy.
The relationship between the management and staff was very cordial
throughout the year under review. Your directors take the opportunity
to record their appreciation for the co operation and loyal services
rendered by the employees.
APPRECIATION
The Board places on record its deep appreciation of the devoted
services of the loyal workers, executives and other staff of the
Company who have contributed in no small measure to the performance and
the Company's continued inherent strength.
It also extends grateful thanks to the Central and various State
Governments, the investors, the banking circles, financial institutions
and district level authorities for their continued support extended to
the Company from time to time. The Board also places on record their
deep sense of appreciation for the committed services of all the
employees of the Company.
By Order of the Board
SWARNAJYOTHI AGROTECH & POWER LIMITED
Sd/-
Place: HYDERABAD MANMOHAN SAHU
Date: 01.12.2015 MANAGING DIRECTOR
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 20th Annual Report on
the business and operations of the Company together with the Audited
Accounts for the year ended 31st March 2014.
FINANCIAL RESULTS
For the Year ended 31st March
Particulars (Rs.in Lakhs)
2014 2013
Sales and Other Income 3319.6 5013.15
Profit Before Interest and Depreciation 492.84 647.77
Interest & Finance Charges 176.14 270.40
Depreciation 268.38 262.46
Profit before Tax 48.30 114.92
Less: Provision for Taxation
Current Tax 9.20 -
Deferred Tax 35.99 (74.00)
Net Profit After Tax 3.11 208.89
Balance b/f from previous year 466.57 257.68
Total 469.68 466.57
Balance carried to Balance Sheet 469.68 466.57
OPERATIONS
Your Directors are pleased to inform you that the Company recorded a
turnover of Rs. 3317.30 Lakhs irrespective of adverse market situation
during the year under review. Compared to last year turnover, the
company has decreased turnover by Rs.1690.25 lacs because of reason
being redefining the Bank limits by the Banks. During the year net
profit of the company after provision for tax is Rs. 3.11 lacs (after
making provision for Deferred Tax Assets of Rs35.99 lacs) as against
Rs. 208.89 Lakhs in the previous year, after making provision for
deferred tax liability.
DIVIDEND
Your Directors decided to conserve the resources for implementing the
power projects and accordingly, they have not proposed any dividend for
the year under review. The internal accruals have been ploughed back
into system for implementation of power project.
PROSPECTS
Your Directors are in the process of reviving the activity by reducing
the Bank liability as the higher bank loans are no longer viable
business proposition to the company
FUTURE PLANS
As stated in the earlier reports the implementation of the 10 MW power
plant at Sambalpur Dt. Odisha which is expected to be completed during
Sept. 13. The project got delayed because of non release of funds by
REC and repayment of unsecured loan. However company now arranging
funds and PFC also initiated steps to revive the project. Therefore
project will be completed by March 2017. The unit rate for the power
purchase agreement is also attractive. There is no other unit in the
vicinity of the power project area therefore this proposal is viable
proposition. The company also ordered for Plant and Machinery and civil
works have been completed. All the licenses and approvals are in place.
DIRECTORS
In terms of provisions of Section 152 of the Companies Act, 2013,
MANMOHAN SAHU, Director of the Company will retire at the ensuring
Annual General Meeting and being eligible, offer himself for
reappointment.
Pursuant to section 149(4) of the Companies Act, 2013, every listed
company is required to appoint at least one third of its directors as
independent directors. The Board already has more than one half of its
directors in the category of independent directors in terms of the
provisions of clause 49 of the listing agreement. The Board therefore,
in its meeting held on 28 March 2014 appointed the existing independent
directors under clause 49 as 'independent directors' pursuant to
Companies Act, 2013, subject to approval of shareholders.
As required under the said Act and the Rules made there under, the same
is now put up for approval of members at the ensuing annual general
meeting. Necessary details have been annexed to the Notice of the
meeting in terms of section 102(1) of the Companies Act, 2013.
The independent directors 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
provided in sub-section(6).
With the appointment of independent directors, the conditions specified
in the Act and the Rules made there under as also under new clause 49
of the listing agreement stand complied
AUDIT COMMITTEE
The Company constituted Audit Committee which meets the requirements of
Section 292A of the Companies Act, 1956 and Clause 49 of the Listing
Agreement.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, the Board
of Directors of the Company hereby confirms:
1. That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014, the applicable accounting standards have
been followed and there were no material departures;
2. That you're Directors have selected such accounting policies and
applied them consistently and made judgments and estimates which 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 year under review.
3. That your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That your Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2013 on a 'going concern' basis.
LISTING OF SHARES
The Equity shares of your Company are listed on Pune Stock Exchange and
Ahmedabad Stock Exchange. The shares of the Company are being traded
on Bombay Stock Exchange (Indonext).
CORPORATE GOVERNANCE
A detailed Report on Corporate Governance, Management Discussion and
Analysis Report and the Certificate from the Auditors of your Company
regarding compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, forms part of this Report.
AUDITORS
Your Company's Auditors, M/s RRK &Associates, Chartered Accountants,
Hyderabad will seek reappointment as Auditors of the Company. Your
Directors take this opportunity to express their appreciation for the
support, cooperation assistance and services rendered by them.
COST AUDITORS
Pursuant to the directives from the Central Government and the
Provisions of Section 233B of the Companies Act, 1956, M/s DRS & Co has
been appointed as Cost Auditor of the Company for the financial year
2013-14. The Cost Audit Report for the financial year 2013-14 shall be
submitted to the Central Government within the stipulated period.
PUBLIC DEPOSITS
During the year under review, the Company has neither invited nor
accepted any deposits from public within the meaning of Section 58 (A)
of the Companies Act, 1956.
SUBSIDIARIES
Your Company has following subsidiaries namely:
1) Swarnajyothi Agro & Exports India Private Limited
2) R P V S RENEWABLE ENERGIES PRIVATE LIMITED
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary Companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary Companies and the
related detailed information to any member of the Company who may be
interested in obtaining- the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered Office
of the Company. There are no operations in the subsidiary Companies
during the year. The consolidated financial statements presented by the
Company include the financial results of its subsidiary Companies. The
information required to be furnished of the subsidiary companies are
provided elsewhere in the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217 (1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are set out in Annexure-I to this
report.
PARTICULARS OF EMPLOYEES
There are no employees whose information is required to be disclosed
under Section 217 (2A) of the Companies Act, 1956 read with the
Companies (particulars of Employees) Rules, 1975.
PERSONNEL
Employees are our vital and most valuable assets. We have created a
favorable work environment that encourages innovation and meritocracy.
The relationship between the management and staff was very cordial
throughout the year under review. Your directors take the opportunity
to record their appreciation for the co operation and loyal services
rendered by the employees.
APPRECIATION
The Board places on record its deep appreciation of the devoted
services of the loyal workers, executives and other staff of the
Company who have contributed in no small measure to the performance and
the Company's continued inherent strength.
It also extends grateful thanks to the Central and various State
Governments, the investors, the banking circles, financial institutions
and district level authorities for their continued support extended to
the Company from time to time. The Board also places on record their
deep sense of appreciation for the committed services of all the
employees of the Company.
By Order of the Board
SWARNAJYOTHI AGROTECH & POWER LIMITED
Sd/-
Place: HYDERABAD MANMOHAN SAHU
Date: MANAGING DIRECTOR
Mar 31, 2011
The Members,
Octant Industries Limited
The Board of Directors of your Company has pleasure in presenting the
17th Annual Report together with the Audited Accounts for the Year
ended on 31st March 2011.
FINANCIAL RESULTS
(Rs. in Lakhs)
Particulars For the Year ended 31st March
2011 2010
Sales and Other Income 5577.26 5776.64
Profit Before Interest
and Depreciation 620.47 2.55
Interest & Finance Charges 157.38 --
Depreciation 274.89 1.47
Profit before Tax 188.20 1.08
Less: Provision for Taxation
Current Tax 18.81 0.20
Deferred Tax 8.55 0.31
Net Profit After Tax 160.84 0.57
Balance b/f from
previous year 161.81 161.23
Total 322.65 161.81
Transferred on demerger (39.38) --
Balance carried to
Balance Sheet 283.27 161.81
OPERATIONS
Your Directors are pleased to inform you that the Company recorded a
turnover of Rs.5577.26 Lakhs during the year under review as against
Rs.5776.64 Lakhs in the previous year and thus, registering a marginal
fall in turnover due to decrease in software business. The net profit
after provision for tax is Rs.160.84 Lakhs as against Rs.0.57 Lakhs in the
previous year on account of higher margins realized in the new
business.
DIVIDEND
Your Directors decided to conserve the resources for implementing the
power projects and accordingly, they have not proposed any dividend for
the year under review.The internal accruals has been ploughed back in
the system in order to implement forthcoming power project.
PROSPECTS
Your Directors are confident of reporting much improved performance in
the current year as the economy is bouncing back from the sudden slow
down experienced during the year under review due to slowdown of
economy because of high inflation.
FUTURE PLANS
The Company is in the process of setting up a 10 MW Biomass Power Plant
at sambalpur in the State of Orissa at a project cost of Rs.57.5
Crores.The Project has been appraised by State Bank of Hyderabad.The
balance means of finance has been in the process of tying up.
DIRECTORS
In terms of provisions of Section 255 and 256 of the Companies Act,
1956, Sri H.R. Kumar and Sri Jagadish Prasad, Directors of the Company
will retire at the ensuing Annual General Meeting and being eligible,
offered themselves for reappointment.
Sri V.S. Rajeev, Whole-Time Director of the Company resigned w.e.f
10.02.2011.The Board places on record its appreciation for the services
rendered during his tenure with the Company
Sri Pradeep Kumar Mahapatro and Smt. Indira Sahu, Directors who were
appointed as Additional Directors in the meetings of the Board held on
10th February, 2011 and 10th August, 2011 respectively and who hold
office as such up to the date of ensuing Annual General Meeting and
being eligible offered themselves for re- appointment. The notices in
writing with a deposit of Rs.500 each have been received under Section
257 of the Companies Act, 1956 proposing their candidature for the
office of the Director at the ensuing Annual General Meeting.
AUDIT COMMITTEE
The Audit Committee of the Board was reconstituted with Sri V.S.
Janardhanam as Chairman and Sri H.R.Kumar, Sri Jyotiraj Panda and Sri
Manmohan Sahu as members in the meeting of the Board held on 3rd May,
2010.
CHANGE OF NAME OF THE COMPANY
The name of the Company has been changed from OCTANT INTERACTIVE
TECHNOLOGIES LIMITED to OCTANT INDUSTRIES LIMITED vide fresh
Certificate of Incorporation issued by the Registrar of Companies on
23rd February, 2011.
SHIFTING OF REGISTERED OFFICE
The Company has passed a special resolution for shifting of Registered
Office from the State of Maharashtra to the State of Andhra Pradesh
through Postal ballot held on 3rd May, 2011. A Petition to the Hon'ble
Company Law Board, Western Region, Mumbai Bench for confirmation of the
special resolution shifting the registered office has been filed and
the orders of the Hon'ble CLB is awaited.
SCHEME OF ARRANGEMENT
Under a Composite Scheme of Arrangement, the finance division of the
Company has been demerged into Five X Finance & Investment Limited and
Swarnajyothi Agro & Exports Limited, Vanishekar Green Energy Private
Limited and Indrabathi Energies Private Limited have merged into the
Company on and from the Appointed Date on 1st April, 2010. The Hon'ble
High Court of Andhra Pradesh, Hyderabad and Hon'ble Bombay High Court
have sanctioned the said Scheme on 6th October, 2010 and 26th November,
2010 respectively. The Form 21 in respect thereof have been filed with
the Registrar of Companies, Maharashtra at Mumbai and the Registrar of
Companies, Andhra Pradesh at Hyderabad on 6th December, 2010 and 8th
December, 2011 respectively.
RESTRUCTURING OF PAID UP SHARE CAPITAL
The Paid Up Share Capital of the Company has been restructured from
Rs.25,69,30,000 to Rs.19,78,36,100 pursuant to the said Composite Scheme of
Arrangement. The Paid Up Share Capital stood reduced from Rs.25,69,30,000
divided into 2,56,93,000 Equity Shares of Rs.10 as a consequence of
demerger of Finance Division into Five X Finance & Investment Limited,
the Demerged Company and simultaneously, the Paid Up Share Capital
stood increased to Rs.19,78,36,100 by issue and allotment of 1,46,45,010
Equity Shares of Rs.10 each to the shareholders of Swarnajyothi Agro &
Exports Limited, Vanishekar Green Energy Private Limited and Indrabathi
Energies Private Limited, the Transferor Companies as consideration for
merger into the Company.
LISTING OF SHARES
The Equity shares of your Company are listed on Pune Stock Exchange and
Ahmedabad Stock Exchange. Listing fees for the year 2010Ã11 have been
paid. The shares of Company are being traded on BSE (Indonext).
CORPORATE GOVERNANCE
A Report on Corporate Governance as per the requirements of Clause 49
of the Listing Agreement forms part of the Annual Report. As per the
requirements of the said Clause, a Certificate from the Auditors, M/s N
Siva Prasad Associates confirming compliance with the conditions of
Corporate Governance is annexed to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Annual Report also contains a separate section on the Management
Discussion and Analysis which is a part of the Directors' Report.
PARTICULAR OF EMPLOYEES
No statement giving particulars as required by the provisions of
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended, annexed hereto since
none of the employees of the Company are in receipt of remuneration in
excess of the limits specified therein during the year under review.
PERSONNEL
Employees are our vital and most valuable assets. We have created a
favorable work environment that encourages innovation and meritocracy.
The relationship between the management and staff was very cordial
throughout the year under review. Your directors take the opportunity
to record their appreciation for the co operation and loyal services
rendered by the employees
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as required under Section 217 (1)
(e) of the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules, 1988 is
annexed hereto as Annexure.
AUDITORS
M/s N Siva Prasad Associates, Chartered Accountants, Hyderabad, the
retiring Auditors of the Company retire at the conclusion of the
ensuing Annual General Meeting. They have signified their willingness
to accept reappoint- ment and have further confirmed their eligibility
under section 224 (1B) of the Companies Act, 1956.
PUBLIC DEPOSITS
During the year under review, the Company has neither invited nor
accepted any deposits from public within the meaning of Section 58 (A)
of the Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of section 217 (2AA) of the Companies Act,
1956, your Directors confirm as under:
1. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That the Directors had selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the company at the end of the financial year and of the
profit & loss account of the company for that period.
3. 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.
4. That the Directors had prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENTS
Your Directors gratefully express their gratitude to the customers,
suppliers, banks, stock exchanges, Government Departments and agencies
for their assistance and cooperation. Your Directors also wish to
place on record their deep sense of appreciation for the efficient and
dedicated services rendered by the employees at all levels and
acknowledge their contribution in the creditable performance of the
Company during the year.
For and on Behalf of the Board
Manmohan Sahu
Chairman cum Managing Director
Secunderabad
August 10, 2011
Mar 31, 2010
The Board of Directors has pleasure in presenting the 16th Annual
Report together with the Audited Accounts for the financial year ended
31st March 2010.
Financial Results (Rs. In Lacs)
Particulars Year ended Year ended
31-03-2010 31-03-2009
Income 5,776.64 5,361.52
Profit / (loss) before Dep. & Int. 2.55 54.27
Depreciation 1.47 1.47
Interest 0.00 39.75
Profit/(loss) after Depreciation
& Interest 1.08 13.05
Provision for Tax (deferred) 0.31 1.53
Income Tax (FBT) + MAT 0.20 1.64
Profit (Loss) after Tax 0.57 9.88
FINANCIAL HIGHLIGHTS
During the year Companys total income is Rs.5776.64 Lacs compared to
Rs 5361.52 Lacs in the previous year.
DIVIDEND
Since your Directors feel it necessary to augment resources for the
future development your Directors do not recommend dividend for the
year under review
FOREIGN EXCHANGE EARNINGS / OUTGO
The Company had paid License Fees Nil US $ during the year.
DEPOSITS
Your company has not accepted any deposits within the meaning of
Section 58 A of The Companies Act, 1956.
PARTICULARS OF EMPLOYEE
During the year under review, no employee of the Company was in receipt
of remuneration exceeding the sum prescribed under section 217(2A) of
the Companies Act 1956, read with the Companies (particulars of
employees) Rules 1975. Thus furnishing of particulars under the
Companies (particulars of employees) Rules 1975 are not applicable.
DIRECTORS
Name of the Director Designation
Mr. Manmohan Sahu Managing Director & CEO
Mr. V. S. Rajeev Whole Time Director
Mr. H. R. Kumar Director
Mr. Jagdish Prasad (I.A.S. Retd) Additional Director
Mr. V. S. Janardhanam Additional Director
Mr. Jyothiraj Panda Additional Director
Mr. Brahmananda Rout (I.A.S. Retd) Additional Director
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2 AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, It is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March 2010 the applicable accounting standards have been
followed, along with proper explanation relating to al material
departures;
(ii) That they have, in the selection of the accounting policies,
consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.
(iii) 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.
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2010 on a going concern.
AUDITORS
M/s N. Siva Prasad Associates, Chartered Accountants, Hyderabad,
Auditors of the company hold office until the conclusion of ensuing
Annual General meeting. The company has received certificate from his
Auditors to the effect that their re-appointment, if made, would be
within prescribed limit under section 224 (IB) of The Companies Act,
1956.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation of energy and
technology absorption are not applicable.
LISTING OF SHARES
Equity shares of your Company are listed on Pune Stock Exchange and
Ahmedabad Stock Exchange. Listing fees for the year 2009 - 2010 have
been paid in time. The shares of Octant Interactive Technologies
Limited are traded on BSE Indonext.
CORPORATE GOVERNANCE COMPLIANCE
As required by the Listing Agreement with Stock Exchanges, Corporate
Governance and management discussion and analysis report form part of
this annual report.
ACKNOWLEDGEMENTS
The Board of Directors wishes to express their sincere thanks to
Bankers, shareholders, clients, Financial Institutions, customers,
suppliers, and employees of Company for extending support during the
year.
FOR & ON BEHALF OF THE BOARD
sd/-
Place: Mumbai Manmohan Sahu
Dated: 01-12-2010 Managing Director & CEO