Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 25th Annual Report,
together with the audited statement of accounts of the Company for the
year ended 31st March, 2015.
1. Statement of Company Affairs:
a. Financial Results & Performance:
The performance of the Company for the financial year ended 31st March,
2015 is summarized below:
Particulars Financial Year ended
31st March, 2015 Financial Year ended
31st March,2014
(Rs. In lacs) (Rs. In lacs)
Gross Revenue 211 196
Operating Profit
before Interest,
Financial (13) (6)
Charges and
Depreciate
Less: Interest and
Finance Charges 0.07 0.10
Profit/(Loss) before
Depreciation (13) (6)
Less
Depreciation 49 51
Profit/(Loss) for
the year (62) (57)
Exceptional Items (10) 0.00
Net Profit/(Loss)
for the year (72) (57)
Less provision 0.00 0.00
for Tax
Extra Ordinary Income
(net of tax expense 1084 0.00
Net Profit/(Loss)
after Taxation 1012 (57)
The Company was in its Twenty Fifth year of operations. During the
period under review, the Company recorded an increase in the Gross
revenue from Rs. 196 Lacs to Rs. 210 Lacs. However, the losses before
the exceptional and extra-ordinary items increased from 57.21 lacs to
61.69 lacs. The directors are hopeful of better performance in the next
year.
Transfer to Reserves:
The company has not transferred any amount to Reserves of the
Company during the financial year under review.
Dividend:
No dividend is recommended on the equity shares of the Company for the
year ended 31st March, 2015 as the financial position of the company
does not allow it to do so.
Material changes and commitments subsequent to the Balance sheet:
Dr. Ram ply are Singh was re-appointed as Whole time Director of the
Company for a period of 5 years w.e.f. 1st July, 2015. His appointment
is subject to approval by the members in the ensuing Annual General
Meeting of the Company except this there was no changes occurred in the
Company subsequent the closing off financially ear till the signing of the Board'
report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT, REVIEW OF OPERATIONS DURING
THE YEAR & FUTURE PLANS
(i) Industry structure and developments.
Indian food processing industry is widely recognized as a sunrise
industry, having huge potential for uplifting agricultural economy,
creating of large scale processed food manufacturing and food chain
facilities and the resultant generation of employment and export
earnings. Indian food industry is expected to growth US$ 280 billion by
2015 and generate an additional employment for approximately8.2 million
people.
Mushroom farming is practiced in more than 100 countries and its
production is increasing at an annual rate of 6-7% presently. World
production of mushroom is over 25 million tons as per claims of Chinese
Association of edible mushrooms. Indoor cultivation of mushrooms
utilizes the vertical space and is regarded as the highest protein
producer per unit area and time  almost 100 times more than the
conventional agriculture and animal husbandry. This high tech
horticulture venture has a promising scope to meet the food shortages
without undue pressure on land . In India, mushroom production shot up
from near 5000 tons in 1992 over 1 lac tons in 2010. India produces
about 600 million tons of agricultural waste annually and a major part
of it are left out to decompose naturally for burnt in citu. This can
effectively be utilized to produce highly nutritive food unlike
mushrooms and spent mushroom substrate can be converted into organic
manure for field crops. Mushroom growing is highly labour oriented
venture and two factors, i.e, availabilities of raw material and labour
make mushroom growing economically profitable in India. On the export
front also, for the first time during 1994 India not only figured in
the US imports but emerged as the IInd largest exporter of the canned
mushrooms replacing Taiwan. Now a few commercial mushroom units are
exporting canned mushrooms to the Americans, European and other
countries regularly.
(ii) Opportunities and Threats. Opportunities
Foods and vegetables -fast growing sector
Fruits and vegetables are one of the most important and fast growing
sub-sectors of the food processing industry. Over the last few years,
there has been a positive growth in ready-to-serve beverages, fruit
juices and pulps, dehydrated and frozen fruits and vegetable products,
tomato products, pickles, convenience veg spice pastes, processed
mushrooms and curried vegetables. The demand has increased because of
the factors like consumption by nuclear families, working women,
students and single employees staying alone. There are abundant
opportunities in expanding the export market because of good
international demand for certain fruits and vegetable products. The
Indian food processing industry is primarily export oriented. India's
geographical situation gives it the unique advantage of connectivity to
Europe, the Middle East, Japan, Singapore, Thailand, Malaysia and
Korea.
Macro-economic as well as industry specific (FMCG and Packaged Food)
indications point to enduring buoyancy in the domestic market, while
the international geographies in which your Company operates are likely
to be stable as well. Changing demographics (young, higher disposable
income, experimental, urbanization, willingness to spend) further
fuelled by trends like a greater awareness of health and nutrition on
one hand and more hedonism (especially the new' affluent' generation)
is rapidly enlarging the opportunity.
Mushrooms:
Development trends of Mushroom industry is based on the increasing
consumer consciousness and demand for nutritious quality and organic
products in domestic and international market. Increasing interest in
protection of environment from the industrial pollution and environment
friendly progress in mushroom production and processing technologies
resulting in tremendous growth in the productivity and production of
mushrooms.
Strength:-
Mushrooms are grown seasonally as well as state-of-art environment
controlled Crop room in the commercial units. It is highly labour
oriented venture and labour availability is no constraint in the
vicinity of Tarai Foods and two factors that is availabilities of raw
materials and labour make mushroom growing economically profitable in
this region. Moreover, Tarai foods Ltd. Rudrapur is located in the bowl
of raw materials like Wheat Straw, Sugar cane Bagasse & Chicken Manure
required for composting. Besides, the moderate climate of the Tarai
region is well suited to mushroom production as temperature does not as
high alike other parts of the country.
Awareness about food and medicinal values of mushrooms increasing
quantitative use of mushrooms in the country thus creating better
market for a product like fresh and processed mushrooms. There is
increasing market for post harvest products like pickles or soup powder
of mushrooms.
Threats
- Uncontrolled price structure
When there is a glut in the market, the price of certain food items
falls down considerably but as the demand increases or there is
shortage of those food items in the market the price rises up with a
vast variation. Thus there is always an uncertainty in market prices of
most of the food items which reduces the amount of net profit and this
discourages the manufacturers/ producers of these food items. This
problem gets aggravated during peak production months, also because
there is no minimum support price from the Govt.
- High transportation charges:
Although, agro and animal wastes are available in plenty in India but
their availability are not evenly distributed. Due to diversified
climate and topography of land, different kinds of crops are raised in
different parts of the Country and production/ manufacture have to pay
heavy transport charges. The hike in diesel/petrol prices from time to
time aggravates this problem.
- Commercial rate of electricity tariff:
Similarly, both small and big production/ manufacture have to pay
electricity charges at commercial rate, although mushroom farming is an
agricultural activity. It has been highlighted by the concerned
scientific community during scientific gatherings, seminars, meetings
etc. many times, but no relief has been given. This has led to high
cost of production due to increased capital as well as recurring
expenditure on production/manufacturing affecting its competitiveness in
world markets.
- Competition: e.g. ÂAvailability of canned Chinese mush roomatlower price.
- High cost of energy tariff for year round production though the
mushrooms have been included as one of the agricultural crops.
- Unorganized production and sale particularly by seasonal farmers
resulting in glut in market during winter months. This results in price
cut in the period.
- Lack of modern facilities to produce quality compost, casing material
spawn and processed products. TFL is going to improve its facilities in
this regard.
To address these risks, the Company has a single point source supplier
of Frozen/IQF (Individually Quick Frozen products to the customers as
per their requirements with high quality products at a lower cost.
Though the competition is fierce, the goodwill and the quality of the
products offered by the Company are great plus factors and the Company
expects to overcome the competition. The Company had expanded its
product line both horizontally as well as vertically.
(iii) Segment wise & Product' Wise performance:
The Company operates in a single segment. The product wise performance
is as under:
Processed Foods
- Fresh Mushrooms
- Frozen Peas
- Mushroom Spawn
- Frozen sweet corn
Product - wise performance Sale of Finished Goods
Description Current Year Previous Year
Qty.(in MTs) Value Qty.
Fresh
Mushrooms 153.65 177.77 88.32 96.91
Frozen Peas 61.27 19.01 230.12 82.66
Frozen sweet
corn_ 10.63 04.79 15.38 07.04
Mushroom
Spawn 8.73 05.45 5 04.06
The company has completely diversified in Mushroom growing in
artificially controlled temperature setting. It has been successful in
creating capacities of  toady for Mushroomand is hopeful of expanding it to
1tonadayinnearfuture.
The overall current year's production and realizations in Frozen
Vegetable category has increased. The Company hopes to continue with
the increasing trends.
(iv) Outlook:
Food Processing Industry is of enormous significance for India's
development because of the vital linkages and synergies that it
promotes between the two pillars of the economy, namely Industry and
Agriculture. The growth potential of this sector is enormous and it is
expected that the food production will double in the next 5 years and
the consumption of value added food products will also grow at a fast
pace. This growth of the Food Processing Industry will be of
immense benefits to the economy raising agricultural yields, meeting
productivity creating employment and raising the standard of very large
number of people throughout the Country, specially, in the rural areas.
Economic liberalization and rising consumer prosperity is opening up
new opportunities for diversification in food processing sector.
The nature of the Indian food processing market and the experiences of
successful Indian and MNC players indicate that this sector will grow
substantially in future because of the following reasons:
1. Effective distribution network and supply chain
2. Product range that is customized to suit local market requirements.
3.Superior processing technology
4. Brand building and marketing
Management is consistently keeping close watch on the changing market
scenario and the business strategy is reviewed regularly for achieving
a consistent growth by meeting the tough international competition
successfully.
(v) Risks and concerns:
Every business has inherent risks involved in it operations, which may
be either external or internal. The external factors are market
competition, availability of cheaper substitute products, Government
policies regarding power tariffs and ongoing political and economic
changes in the importing Country. The Company may not have much control
over such factors; however it is important to address these risks &
concerns to mitigate their overall impact on the business. Formal risk
assessment and Management approach along with the regular monitoring
mechanism in the Company ensures that these risks are duly addressed
and well managed. High focus on safety of plant, its premises and
people continuity and proactive Management of related business
environment are essential for the risk management in the overall supply
chain and business in general.
(vi) Internal control systems and their adequacy.
The Company has an adequate system of internal controls to ensure that
all activities are monitored and controlled as well as transactions are
authorized, recorded and reported correctly. The Company ensures
adherence to all internal control policies and procedures as well as
compliance with all regulatory guidelines, which are supplemented by
internal audit regularly. The Audit Committee of the Board meets on
quarterly basis and reviews the internal control systems as well as
financial statements.
(vii) Discussion on financial performance with respect to operational
performance:
The Company has diversified its operations into Mushroom growing in
artificially controlled temperature setting and offers a wide range
Frozen and IQF (Individually Quick Frozen) product range of peas,
fruits/ vegetables as per the requirements of the customers, meeting
strict quality & hygiene standards. Canned peas in various shapes and
sizes are also available as per the customer requirement. The Company
is a single point source of supplier of Frozen, IQF products to the
customers as per their requirements.
(viii) Material developments in Human Resources / Industrial Relations
front, including number of people employed The Company lays due
emphasis on sound Human Resource Management practices and appraisal
systems with focus on cordial employee relations to ensure higher level
of productivity and operational efficiency. Adequate efforts have been
made to strengthen and develop its human resources as a key strength
through continuous straining inputs and focused development plan. son
31st March 2015,the total numbers of permanent employees in the Company
were_13.
The belief that 'great people create great organizations' has been at
the core of the Company's approach to its people. We continued to make
significant investments for training in the areas of marketing excellence,
customer service and building capabilities for organized retail trade.
b. Key Changes during the year:
1. Changes in the Nature of business: N
2. Changes during the year in Directors and KMP:
Dr. Ram pyare Singh was appointed as Chief Financial Officer of the
Company w.e.f. 30th May, 2014 and Mr. Gurprit Singh Sandhu, Managing
Director was re-designated as Key Managerial Personnel of the Company
w.e.f. 14th February, 2015.
In accordance with the provisions of Section 152 of the Companies Act,
2013 Mr. Gurprit Singh Sandhu, retires by rotation at the ensuing
Annual General Meeting of the Company and being eligible offer himself
for the re-appointment.
3. Changes in the Subsidiaries, Joint Venture and Associate Company:
The Company did not make any subsidiaries, Joint Ventures and
Associate Company during the financially ear under review.
4. Details of the order passed by the Regulators/ Courts/ Tribunals:
No order has been passed by the regulators, courts or tribunals
impacting the going concern status and company's operation in future.
2. Directors:
The Board of Directors of the Company is duly constituted. During the
year under review no director resigned from the directorship of the
Company.
a. Composition and Meetings of the Board:
The Board Comprises of Mr. G.S Sandhu, Ms. Kiran Sandhu, Mr. Ram Pyare
Singh, Mr. Vijay Jolly, Mr. Melvinder Singh Garewal and Mr. Hakam Singh
Saini as on 31st March, 2015. The Board of Directors duly met Five
times on 30/05/2014,14/08/2014,14/11/2014,14/02/2015 and 02/03/2015 in
respect of which meetings proper notices were given and the proceedings
were properly recorded. The details of the directors who attended the
meetings are given separately in the Corporate Governance report
annexed separately. The Board has adopted all the recommendations of
Audit Committee.
b Composition and Meeting of Audit Committee:
The Audit Committee is duly constituted. The Audit Committee comprises
of Mr. Vijay Jolly, Ms. Kiran Sandhu, Mr. Melvinder Singh Garewal and
Mr. Hakam Singh Saini as the members of the Committee. The Audit
Committee duly met Four (4) times on 30/05/2014,14/08/2014,14/11/2014
and 14/02/2015 during the financial year. The details of the Members
who attended the meetings are given separately in the Corporate
Governance report annexed separately.
c. Composition and Meeting of Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of Mr. VijayJolly,
Ms. Kiran Sandhu, Mr. Melvinder Singh Garewal and Mr. Hakam Singh Saini
as the members of the Committee. The Nomination and Remuneration
Committee duly met twice (2) on 30/05/2014 and 14/08/2014 during the
financial year. The details of the Members who attended the meetings
are given separately in the Corporate Governance report annexed
separately.
d. Composition and meeting of Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of Mr. Vijay Jolly,
Ms. Kiran Sandhu, Mr. Melvinder Singh Garewal and Mr. Hakam Singh Saini
as the members of the Committee. The Stakeholders Relationship
Committee duly met once on 14/08/2014 during the financial year. The
details of the Members who attended the meetings are given separately
in the Corporate Governance report annexed separately.
e. Declaration by Independent Directors and their meeting:
The Company has received the requisite declarations under section
149(7) of the Companies Act, 2013 from each of the Independent
directors at the time of their appointment stating that they meet the
criteria of independence as mentioned under Section 149(6) of the Act.
During the year under review, the Independent Directors of the Company
met once on 14th August, 2014.
Training of Independent Directors:
The Company had provided suitable training to all the independent
directors of the Company to familiarize them with the Company, their
roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model of the Company etc.
f. Policy on Director's appointment and remuneration:
The current policy is to have an appropriate mix of executive &
non-executive and independent directors to maintain the independence of
the board and separate it's functions of governance and management. The
policy of the Company on Directors appointment and remuneration
including the criteria for determining the qualifications, positive
attributes, independence of a Director and other matters as provided
under Section 178(3) of the Companies Act, 2013 is as per the terms
laid down in the Nomination & Remuneration policy of the Company. The
Nomination & remuneration Policy of the Company is annexed as
Annexure1.
3. Auditors:
a. Statutory Audit: M/s Rattan Anil & Co., Chartered Accountants,,
A-90, Gali No. 6,1st Floor, Madhu Vihar Market, PatparGanj Bus Depot.,
Delhi, Statutory Auditors of the Company retire at the conclusion of
the ensuing Annual General Meeting and being eligible have offered
themselves for re- appointment as Statutory Auditors of the Company to
hold from the conclusion of 25th Annual General Meeting until the
conclusion of 31st Annual General Meeting of the Company. The Company has also
received the written consent of the auditor and certificate from them to the
effect that their appointment, if made, would be in accordance with the
provisions of Section 139 read with Section 141 of the Companies Act,
2013.
Board's explanation and Comments:
Auditor's Responsibility Statement read with Clause 13 on Note 22: The
company has been repairing the plant on regular basis depending on the
liquidity position as per the need of the hour. Extensive repairs are made
to the plant and plant & machineries every year. The company has also
filed a case with the High Court on Insurance Company towards this
claim.
Auditor's responsibility Statement read with Clause 9 on Note 22: The
company had entered into settlement with secured lenders and part
payments have already been made to these lenders as per the terms ofthe
settlement in the earlier years. Although all the secured lenders have
already revoked the sanctioned Settlement. But the company has
approached them again and is hopeful to clear the default as per the
negotiated settlement. As per the discussions on the settlements, the
interest are not payable to them on the original liability and Current
provision of Interest due to the secured lenders along with Principal
amount due to them at Rs. 2.40 Crs. (after taking into consideration
the payment made towards the negotiated settlement) as per Books of
Accounts is more than the settlement amount discussed with these
lenders and in view of this, there is no fresh provision of interest
made for the year under review in the Books of Accounts. Complete
details have been provided in the clause 09 on note 22 which is self
explanatory.
Auditor's responsibility Statement read with Clause 11 on Note 22: The
company has approached the secured lenders for resettlement. Term Loan
of IARC has been settled in full and final during the year under
review. A payment of Rs. 1 cr. was made in earlier years to the secured
lenders towards the negotiated settlement which stand revoked as on
date. On fully settling the dues of these secured lenders as per the
settlement, the company will be able to come out ofthe negative
networth and also revive its operations fully. The company has also
diversified in the field of Mushroom, growing it in artificially
controlled temperature and is hopeful of revival of its
operations fully.
Point No. (vii) (a) to the Annexure to the Auditor's Report:
The company has defaulted in depositing the dues with the Provident
Fund Authorities due to the adverse financial condition but it has
approached the Provident Fund Authorities to work out the plans so that
the payments can be made to them in installments. It has already
started making the payment to clear the Provident Fund dues. The
company is hopeful to clear the entiredues in the near future The
company has outstanding dues of around Rs. 8.37 lacs towards the sales
tax demand. The company has taken up the steps to approach the
relevant Authorities (including filing of appeal) for cancellation of
demand of Rs. 5.11 lacs. Rest ofthe Sales Tax demand of Rs. 3.26 lacs
has not been paid due to adverse liquidity position. The company is
hopeful to clear the dues soon. Other points are self explanatory as
given in various clauses on Note 22.
b. Secretarial Audit:
The Board has appointed M/s Santosh Ku. Pradhan, Practising Company
Secretary as the Secretarial Auditor for the Financial Year 2014-15.
The secretarial audit report as required under section 204 of the
Companies Act, 2013 is annexed as Annexure 2 and forms part of this
report.
Board's explanation and Comments:
The Company has tried to take on roll services of a Company Secretary
as Key Managerial Personnel. However, since the company is going
through severe liquidity crunch, it is difficult to persuade the
applicants to work on a reasonable salary. However, the company is
committed to employ Company secretary in near future.
4. Annual Return:
The extract of Annual return as provided under sub-section (3) of
Section 92 is annexed as Annexure 3 and forms part of this report.
5. Vigil Mechanism: (Whistle Blower Policy)
A Vigil Mechanism / Whistle Blower Policy, pursuant to the provisions
of Section 177(9) of the Companies Act, 2013 was approved by the Board.
The vigil mechanism shall provide for adequate safeguards against
victimization of employees and directors who avail of the vigil
mechanism and also provide for direct access to the Chairperson ofthe
Audit Committee, in exceptional cases.
Mr. Manjit Singh, Plant Manager was appointed as the Vigilance Officer
to hear the grievances ofthe employees with any person in the company
and takestepstoresolvetheissuesamicablyand report thesameto the
Managing Director of the Companyand offences of serious nature maybe
brought to the attention Mr. Vijay Jolly, Chairman of the Audit
Committee of the Company who shall after hearing the concerned person
award appropriate punishment to the offender.
6. Deposits:
During the year under review, your company has not accepted any public
deposits in terms of the provisions of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposit) Rules, 2014.
7. Loans, Guarantees or investments:
The Company has not given any loan or provided anyGuarantees and has
not made any investments during the financial year under review.
8. Contracts and arrangements with related parties:
The particulars of Contractsand arrangements with related parties
referred to in sub section (1) of Section 188 in AOC-2 isannexed as
Annexure'4 and forms part ofthisreport.
9. Corporate Social Responsibility:
The provisionsof Corporate Social Responsibility are notapplicable on
theCompany.
10. Risk Management Policy:
Every business has inherent risks involved in it operations, which may
be either external or internal. The external factors are market
competition, availability of cheaper substitute products, Government
policies regarding power tariffs and ongoing political and economic
changes in the importing Country. The Company may not have much control
over such factors; however it is important to address these risks &
concerns to mitigate their overall impact on the business. Formal risk
assessment and Management approach along with the regular monitoring
mechanism in the Company ensures thattheserisksaredulyaddressed and
well managed. High focus on safety of plant, its premisesand
peoplecontinuityand proactive Management of related business
environment are essential for the risk management in the overall
supplychain and business in general.
11. Internal Financial controls:
The Company has an adequate system of internal controls to ensure that
all activities are monitored and controlled as well as transactions are
authorized, recorded and reported correctly. The Company ensures
adherence to all internal control policies and procedures as well as
compliance with all regulatory guidelines, which are supplemented by
internal audit regularly. The Audit Committee of the Board meets on
quarterly basis and reviews the internal control systems as well as
financial statements.
12 Share Capital:
The Company has only one kind of Shares i.e. Equity shares with same
voting rights. The Company has not issued any sweat equity shares
during the financial year under review. The Company has not issued any
further shares during the financial year under review. Further, during
the year under review, the Company has not made any offer to buy back
its shares.
13 Particulars of Employees:
Information in accordance with the provisions of Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 isannexed as
Annexure 5 and forms part of this report.
14. Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo:
Information in accordance with the provisions of Section 134 of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014
regarding conservation of energy, technologyabsorption and Foreign
exchange earning & outgo of theCompany were given as per Annexure 6 to
this report.
15. Corporate Governance report:
A Comprehensive report on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement is attached to this report. Your
Company has obtained a certificate from the Statutory Auditor regarding
the compliance of conditions of Corporate Governance as Stipulated in
the Clause 49 of the Listing Agreement and the same is annexed.
16. Formal Annual Evaluation of Board of its own performance and that
of its Committees and Directors:
Our Company has prescribed required parameters to evaluate the
performance of the Board and it's committees. It is always recognized
that the Board comprises appropriatelyqualified and professional people
with broad range of experience.
17. Disclosure under the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The details are as follows:
1. Number of Complaints of Sexual Harassment received in the year: Nil
2. Number of Complaints disposed during the year:N.A
3. No.of case spending for more than ninety days:Nil
4. No. of workshops or awareness programme against Sexual harassment
carried out: Nil
5. Nature of action taken by the employee or District officer: N.A
18. Directors' Responsibility Statement:
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to the Directors' Responsibility Statement, it is
hereby confirmed that:
1. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. the Directors had selected such accounting policies and applied
them consistently, and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
3. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of thisActfor safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities
4. The Directors had prepared theannual accountson a 'goingconcern'
basis;and
5. 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.
6. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
APPRECIATION:
We wish to convey our sincere thanks to the Shareholders and various
agencies of the Central Government, State Governments, Financial
Institutions, Company's Banker and Business Associates for their
continued cooperation extended to the Company. We also wish to record
our deep appreciation of the contribution made by the employeesat all
levels.
By Order of the Board
Tarai Foods Limited
Sd/-
Place: Rudrapur
Date: 14th August, 2015 Mr. G.S. Sandhu
Chairman
DIN: 00053527
Address: 118, Madan Lal Block,
Asian Games Village,
New Delhi' 110049.
Mar 31, 2014
Dear Members,
Dear Members,Your Directors present the 24th Annual Report together
with the Audited Financial Accounts for the year ended 31st March,
2014.
FINANCIAL RESULTS:
Particulars For the period For the period
ended 31-03-2014 ended 31-03-2013
(Rupees in Lacs)
Gross Revenue 196 168
Operating Profit before Interest, (6) 20
Financial Charges and
Depreciation
Less: Interest and Finance 0.20 0.17
Charges
Profit/(Loss) before (6) 20
Depreciation
Less: Depreciation 51 55
Profit/(Loss) for the year (57) (35)
Extra Ordinary Items 0 598
Net Proftt/(lLoss) for the year (57) 564
Less: Provision for Tax 0 0.00
Net Profit/!Loss) after Taxation (57) 564
REVIEW OF OPERATION:
The company has incurred the net loss of Rs. 57 lacs as compared to the
loss of Rs. 35 Lacs incurred during the previous year. However, the
gross revenue of the Company has increased to Rs. 196 Lacs as compared
to Rs. 168 Lacs in the previous year. The Mushroom sales went down as
compared to previous years sale but Frozen Peas turnover showed
improvement.
In the year under review, the company has diversified into Mushroom
growing in artificially controlled temperature setting. This year the
company has processed 56 tonnes of Frozen Peas, processed small
quantities of Frozen sweet corn to cater to the Institutional Market.
Your Directors are hopeful of expanding the Mushroom capacities in near
future to nearly 1 ton a day and also capture the mushroom market in a
big way.
STATUS OF MAJOR LITIGATION:
During the year under review, IFCI Ltd. has filed winding up petition
in Delhi High Court u/s433 (e) and 434 of the Companies Act, 1956 which
is being contested by the Company. A counter claim of Rs. 55.33 Crores
has been filed by the company against IFCI Ltd.
DIVIDEND:
The Company has incurred losses during the year under review and no
dividend is recommended for declaration for the year ended 31st March,
2014,
AUDITORS:
M/s. Rattan Anil & Co, Chartered Accountants, A-90, Gall No. 6,1st
Floor, Madhu Vihar Market, PatparGanj Bus Depot., Delhi, Chartered
Accountants, Auditors of the Company retire at the conclusion of the
ensuing Annual General Meeting and offer themselves for re-appointment.
The Company has received a written consent to act as the auditor and
Certificate from the Auditors to the effect that their reappointment,
if made, would be in accordance with the provisions of Section 141 of
the Companies Act, 2013.
DIRECTORS COMMENT ON AUDITOR'S QUALIFICATION:
Auditor's Responsibility Statement read with Clause 12 on Note 22: The
company has been repairing the plant on regular basis depending on the
liquidity position as per the need of the hour. Extensive repairs are
made to the plant and plant & machineries every year. The company has
also filed a case with the High Court on Insurance Company towards this
claim.
Auditor's responsibility Statement read with Clause 9 on Note 22:The
company had entered into settlement with secured lenders and part
payments have already been made to these lenders as per the terms of
the settlement in the earlier years. Although all the secured lenders
have already revoked the sanctioned Settlement, But the company has
approached them again and is hopeful to clear the default as per the
negotiated settlement. As per the discussions on the settlements, the
interest are not payable to them on the original liability and Current
provision of Interest due to the secured lenders along with Principal
amount due to them at Rs. 4,26,314,829/- (after taking into
consideration the payment made towards the negotiated settlement) as
per Books of Accounts is more than the settlement amount discussed with
these lenders and in view of this, there is no fresh provision of
interest made for the year under review in the Books of Accounts.
Complete details have been provided in the clause 09 on note 22 which
is self explanatory.
Auditor's responsibility Statement read with Clause 10 on Note 22: The
company has approached the secured lenders for resettlement and payment
of Rs. 2,05,70,000/-was made in earlier years to these secured lenders
towards the negotiated settlement which stand revoked as on date. On
fully settling the dues of the secured lenders as per the settlement,
the company will be able to come out of the negative net worth and also
revive its operations fully, The company has also diversified in the
field of Mushroom growing in artificially controlled temperature and is
hopeful of revival of its operations fully.
Point No. 9 to the Annexure to the Auditor's Report:
The company has defaulted in depositing the dues with the Provident
Fund Authorities due to the adverse financial condition but it has
approached the Provident Fund Authorities to work out the plans so that
the payments can be made to them in installments. It has already
started making the payment to clear the Provident Fund dues. The
company is hopeful to clear the entire dues in the near future.
The company has outstanding dues of around Rs. 8.18 lacs towards the
sales tax liabilities (excluding those with have been appealed
against), out which sales tax demand of Rs. 7.30 lacs has been raised
on account of late issue of Form F by the VAT Authorities at the
branch. The company has take up the steps to approach the relevant
Authorities (including filing of appeal) for cancellation of this
demand. Rest of the Sales Tax demand of Rs. 3.26 lac has not been paid
due to adverse liquidity position. The company is hopeful to clear the
dues soon.
Other points are self explanatory as given i n various clauses on Note
22.
COST AUDITORS:
The Board of Directors of the Company has appointed M/s. Neeraj Sharma
& Co., Cost Accountants having FRN 100466 In place of M/s. V.K. Dubey
Company, Cost Accountants, as the Cost Auditor for conducting the Cost
Audit of the Company for the financial year 2014-15. The Audit
Committee the company have recommended for their appointment in
accordance with Cost Audit Rules 2011 and relevant notification issued
by the Ministry Corporate Affairs.
DIRECTORS:
The Board of Directors of the Company is duly constituted. During the
year under review Mr. Hakam Singh was appointed as an Additional
Director of Company w.e.f. 13th January, 2014 and is proposed to be
regularized in the ensuing Annual General Meeting of the Company.
Ms. Kiran Sandhu, who has been appointed as Director of the Company
retires by rotation and being eligible, offers herself for the
re-appointment.
Mr. R.P. Singh was appointed as a whole time director of the Company
effective from 1st July, 2013 in the board meeting held on 25th June,
2013. Forth he was also appointed as the Chief Financial Officer (CFO)
of the Company in the board meeting held on 30th May, 2014.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits in terms of Section 58
A of the Companies Act, 1956.
BUY BACK OF SHARES:
The Company has not made any offer of Buy Back of its shares during the
period under review.
EMPLOYEES:
There are no employees whose particulars have to be submitted in
accordance with provisions of Section 217(2A) of the Companies Act,
1956 read the Companies (Particulars of Employees) Rules, 1975.
CAPITAL STRUCTURE & STOCK EXCHANGE LISTING:
As on 31st March, 2014 the Company has the Authorised Share Capital of
Rs. 335,000,000/- and the paid up share capital of Rs. 143,381,200/-
your Company are presently listed at The Bombay Stock Exchange,
Phironze Jeejeebhoy Towers, Dalai Street, Mumbai-400001. The Company
has up-to-date listing fee to the Bombay Stock Exchange.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO:
The details of conservation of energy, technology absorption & foreign
exchange earning & outgo of the Company were given as per Annexure 1 to
report:
CASH FLOW ANALYSIS:
Incompliance with the provisions of Clause 32 of the Listing agreement,
the Cash Flow Statement for the year ended 31st March, 2014 is annexed
here
CORPORATE GOVERNANCE:
A Comprehensive report on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement is attached to this report.
Your Company has obtained a certificate from the Statutory Auditor
regarding the compliance of conditions of Corporate Governance as
stipulated Clause 49 of the Listing Agreement and the same is annexed.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SEC. 217(2AA):
Your Directors hereby state that:
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating material departures;
2. Such accounting policies had been selected and applied consistently
and judgments and estimates are reasonable and prudent so as to give a
the and fair view of the profit or loss of the Company at the end of
the financial year and of the profit or loss of the company for the
that period;
3. Proper and sufficient care had been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Company Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts had been prepared on a going concern basis.
APPRECIATION:
We wish to convey our sincere thanks to the Shareholders and various
agencies of the Central Government, State Governments, Financial
Institute Company's Banker and Business Associates for their continued
cooperation extended to the Company. We also wish to record our deep
appreciation the contribution made by the employees at all levels.
For and on behalf of the Board of Directors
Sd/-
Place: Rudrapur Dr. R.P. Singh (Executive) Whole Time Director
Date: 14/08/2014 DIN: 03615102
Add: 1/3/3 Phoolbagh, Pant Nagar,
Udham Singh Nagar, 263145, Uttarakhand.
Sd/-
Vijay Jolly (Director)
DIN: 00080354
Add:180, Dayan and
Vihar, New Delhi, 110092
Mar 31, 2013
Dear Members,
The Directors present the 23rd Annual Report together with the Audited
Financial Accounts for the year ended 31st March, 2013. Financial
Results
Particulars For the
period ended For the
period ended
31-03-2013 31-03-2012
Gross Revenue 168 14-3
Operating Profit before Interest, 20 (45)
Financial Charges and
Depreciation
Less: Interest and Finance 0.17 0.14
Charges
Profit/(Loss) before 20 (45)
Depreciation
Less: Depreciation 55 55
Profit/(Loss) for the year (35)
Extra Ordinary Items 598
Net Profit/(Loss) for the year 564
Less: Provision for Tax
Net Profit/(Loss) after Taxation 564 (100)
The company has made a net profit (after the extra ordinary items) of
Rs. 564 Lacs as compared to a loss of Rs. 100 Lacs during the previous
year. Also, the gross revenue of the Company has Increased to Rs. 168
Lacs as compared to Rs. 143 Lacs in the previous year.
The Extra Ordinary items consisted of Liability of Rs. 1 cr., no longer
payable along with provision of Interest of Rs. 4,99,10,283/- not
payable on the working capital facilities from State Bank of Travancore
written off on full and final settlement of the loan amount.
In the year under review, the company has diversified into Mushroom
growing in artificially controlled temperature setting.
This year the company has processed 327 tonnes of Frozen Peas,
processed small quantities of Frozen sweet corn to cater to the
Institutional Market. Your Directors are hopeful of expanding the
Mushroom capacities in near future to nearly 1 ton a day and also
capture the mushroom market in a big way.
STATUS OF MAJOR LITIGATION:
During the year under review, IFCI Ltd. has served a notice dtd 15th
February, 2013 through their advocates u/s 433 (e) and 434 of the
Companies Act, 1956 for winding up of the company.
DIVIDEND
No dividend is recommended for declaration for the year ended 31st
March, 2013.
AUDITORS
M/s. Rattan Anil & Co, Chartered Accountants, A-90, Gali No. 6,1st
Floor, Madhu Vihar Market, PatparGanj Bus Depot., Delhi, Chartered
Accountants, Auditors of the Company retire at the conclusion of the
ensuing Annual General Meeting and offer themselves for re-appointment.
The Company has received a Certificate from the Auditors to the effect
that their reappointment, if made, would be in accordance with the
provisions of Section 224(1-B) of the Companies Act, 1956.
DIRECTORS COMMENTON AUDITOR''S QUALIFICATION
Point 3 (1) read with Clause 14 on Note 22: The company has been
repairing the plant on regular basis depending on the liquidity
position as per the need of the hour. Extensive repairs are made to the
plant and plant & machineries every year. The company has also filed a
case with the High Court on Insurance Company towards this claim.
Point 3 (2) read with Clause 11 on Note 22: The company had entered
into settlement with secured lenders and part payments have already
been made to these lenders as per the terms of the settlement in the
earlier years. Although all the secured lenders have already revoked
the sanctioned Settlement. But the company has approached them again
and is hopeful to clear the default as per the negotiated settlement.
As per the discussions on the settlements, the interest are not payable
to them on the original liability and Current provision of Interest due
to the secured lenders along with Principal amount due to them at Rs.
4,26,314,829/- (after taking into consideration the payment made
towards the negotiated settlement) as per Books of Accounts is more
than the settlement amount discussed with these lenders and in view of
this, there is no fresh provision of interest made for the year under
review in the Books of Accounts. Complete details have been provided in
the clause lion note 22 which is self explanatory.
Point 4 read with Clause 11 on Note 22: The company has approached the
secured lenders for resettlement and payment of Rs. 2,05,70,000/-was
made in earlier years to these secured lenders towards the negotiated
settlement which stand revoked as on date. On fully settling the dues
of the secured lenders as per the settlement, the company will be able
to come out of the negative networth and also revive its operations
fully. The company has also diversified in the field of Mushroom
growing in artificially controlled temperature and is hopeful of
revival of its operations fully. Point No. 9 to the Annexure to the
Auditor''s Report:
The company has defaulted in depositing the dues with the Provident
Fund Authorities due to the adverse financial condition but it has
approached the Provident Fund Authorities to work out the plans so that
the payments can be made to them in installments. It has already
started making the payment to clear the Provident Fund dues. The
company is hopeful to clear the entire dues in the near future.
The company has outstanding dues of around Rs. 10.56 lacs towards the
sales tax liabilities, out of which sales tax demand of Rs. 7.30 lacs
has been raised on account of late issue of Form F by the VAT
Authorities at the branch. The company has taken up the steps to
approach the relevant Authorities for cancellation of this demand. Rest
of the Sales Tax demand of Rs. 3.26 has not been paid due to adverse
liquidity position. The company is hopeful to clear the dues soon.
Other points are self explanatory as given in various clauses on Note
22.
CostAuditors:The Board of Directors of the Company have appointed
M/sV.K. Dubey& Company, Cost Accountants, holding valid certificate of
practice no. 00343 as the Cost Auditor for conducting the Cost Audit of
the Company for the financial year 2013-14. The Audit Committee of the
company have recommended for their appointment in accordance with Cost
Audit Rules 2011 and relevant notification issued by the Ministry of
Corporate Affairs. DIRECTORS
Mr. Ram Pyare Singh who was appointed an additional director of the
Company w.e.f 10th April, 2012 was regularized as Director in the
Annual General Meeting held on 29th September, 2012 and was further
appointed as Whole Time Director w.e.f. 1st July, 2013.
Mr. Melvinder Singh Garewal who was appointed as an Additional Director
of the Company w.e.f. 13th March, 2013 and is proposed to be
regularized in the ensuing Annual General Meeting.
Mr. G.S. Sandhu was re-appointed as Managing Director of the Company
for a period of 5 years w.e.f. 26th June, 2013. Mr. Vijay Jolly, who
has been appointed as Director of the Company retires by rotation and
being eligible, offers himself for re- appointment.
FIXED DEPOSITS
The Company has not accepted any fixed deposits in terms of Section 58A
of the Companies Act, 1956.
BUYBACK OF SHARES:
The Company has not made any offer of Buy Back of its shares.
EMPLOYEES
There are no employees whose particulars have to be submitted in
accordance with provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975.
STOCK EXCHANGE LISTING
The shares of your Company are presently listed at The Stock Exchange,
Phironze Jeejeebhoy Towers, Dalai Street, Mumbai- 400 001. The Company
has paid the up-to-date listing fee to the Mumbai Stock Exchange.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO:
The details of conservation of energy, technology absorption & foreign
exchange earning & outgo of the Company were given as per Annexure 1 to
this report:
CORPORATE GOVERNANCE
A Comprehensive report on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement is attached to this report.
Your Company has obtained a certificate from the Statutory Auditor
regarding the compliance of conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement and the same is
annexed.
DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SEC. 217(2AA)
Your Directors hereby state that:
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relatingto material departures;
2. Such accounting policies had been selected and applied consistently
and judgments and estimates are reasonable and prudent so as to give a
true and fair view of the profit or loss of the Company at the end of
the financial year and of the profit or loss of the company for the
that period;
3. Proper and sufficient care had been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts had been prepared on a going concern basis.
APPRECIATION
We wish to convey our sincere thanks to the Shareholders and various
agencies of the Central Government, State Governments, Financial
Institutions, Company''s Banker and Business Associates for their
continued cooperation extended to the Company. We also wish to record
our deep appreciation of the contribution made by the employees at all
levels.
For and on behalf of the Board of Directors
Sd/- Sd/-
Dr. R.P.Singh Vijay Jolly
Executive
Director Whole Time
Director
DIN: 00080354
Place: Rudrapur DIN: 03615102
Date: 26th August, 2013
Mar 31, 2011
The Directors present the 21st Annual Report together with the Audited
Financial Accounts for the year ended 31st March, 2011
Financial Results
Particulars For the period For the period
ended ended
31-03-2011 31-03-2010
Gross Revenue 169 330
Operating Profit before Interest, (46) 19
Financial Charges and
Depreciation
Less: Interest and Finance 0.07 0.35
Charges
Profit/(Loss) before (46) 18
Depreciation
Less: Depreciation 55 55
Profit/(loss) for the year (101) (37)
Extra Ordinary Items 6 -
(PROVISIONS REVERSED)
Net Profit/(Loss) for the year (95) (37)
Less: Provision for Tax - -
Net Profit/(Loss) after Taxation (95) (37)
The company had suffered a loss of Rs. 101 Lacs as compared to a loss
of Rs. 37 Lacs during the previous year. Also, the gross revenue of the
Company has reduced to Rs. 169 Lacs as compared to Rs. 330 Lacs in the
previous year. Your Directors are hopeful of better performance in the
coming year.
DIVIDEND
Due to the losses incurred by your Company, no dividend is recommended
on the equity shares of the Company.
AUDITORS
M/s. Rattan Anil & Co, Chartered Accountants, A-90, Gali No. 6, 1st
Floor, Madhu Vihar Market, Patpar Ganj Bus Depot., New Delhi, Auditors
of the Company retire at the conclusion of the ensuing Annual General
Meeting and offer themselves for re- appointment. The Company has
received a Certificate from the Auditors to the effect that their
reappointment, if made, would be in accordance with the provisions
ofSection224(l-B)of the Companies Act, 1956.
Comments on Auditors Remarks:
Point 3 (1) read with Note 6 (b) to Schedule 19: The financial position
of the company is not well and hence the company is not in a position
to spend on actuarial valuation of gratuity as on the Balance Sheet
date. Point 3 (2) read with Note 5 on Schedule 20: The company has
written to the Banker to the Issue to transfer the unclaimed
application money to the Investor Education and Protection Fund as per
the procedure.
Point 3 (3) read with Note 13 on Schedule 20: The company has been
repairing the plant on regular basis depending on the liquidity
position as per the need of the hour. Extensive repairs are made to the
plant and plant & machineries every year before the main pea season.
The company has also filed a case with the High Court on Insurance
Company towards this claim.
Point 3 (4) read with Note 10 on Schedule 20 : The company had entered
into settlement with secured lenders and part payments have already
been made to these lenders as per the terms of the settlement. Although
IFCI Ltd. and Standard
Chartered Bank have already revoked the sanctioned Settlement. But the
company is hopeful to clear the default as per the negotiated
settlement and reinstate the settlement terms again. As per the terms
of the settlements, the interest are not payable to them on the
original liability and hence the interest has not been provide
for.Point 4 read with note 11 on schedule 20: The company has entered
into the negotiated settlement with the lenders and has already made a
payment of around Rs. 2 crores to them. On fully settling the dues of
the secured lenders as per the settlement, the company will be able to
come out of the negative networth and also revive its operations fully.
DIRECTORS
Pursuant to Section 256 of the Companies Act 1956, Mrs. Kiran Sandhu,
Director of the Company retires by rotation and being eligible, offers
herself for re-appointment.
FIXED DEPOSITS
The Company has not accepted any fixed deposits in terms of Section 58A
of the Companies Act, 1956.
BUY BACK OF SHARES:
The Company has not made any offer of Buy Back of its shares.
EMPLOYEES
There are no employees whose particulars have to be submitted in
accordance with provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975.
STOCK EXCHANGE LISTING
The shares of your Company are presently listed at The Stock Exchange,
Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai- 400 001. The Company
has paid the up-to-date listing fee to the Mumbai Stock Exchange.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO:
The details of conservation of energy, technology absorption & foreign
exchange earning & outgo of the Company are given as per Annexure 1 to
this report:
CORPORATE GOVERNANCE
A Comprehensive report on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement is attached to this report.
Your Company has obtained a certificate from the Statutory Auditor
regarding the compliance of conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement and the same is
annexed.
DIRECTORSRESPONSIBILITY STATEMENT UNDER SEC. 217(2AA)
Your Directors hereby state that:
1. In the preparation of the annual accounts, except wherever
mentioned in the notes to the accounts or elsewhere, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. Such accounting policies had been selected and applied consistently
and judgments and estimates are reasonable and prudent so as to give a
true and fair view of the profit or loss of the Company at the end of
the financial year and of the profit or loss of the company for the
that period;
3. Proper and sufficient care had been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts had been prepared on a going concern basis..
APPRECIATION
We wish to convey our sincere thanks to the Shareholders and various
agencies of the Central Government, State Governments, Financial
Institutions, Companys Banker and Business Associates for
theircontinued cooperation extended to the Company. We also wish to
record our deep appreciation of the contribution made by the employees
at all levels.
For and on behalf of the Board of Directors
Sd/-
G.S. Sandhu
Managing Director
Place: Rudrapur
Date : 30/05/2011
Mar 31, 2010
The Directors present the 20 Annual Report together with the Audited
Financial Accounts tor the year ended 31st March, 2010.
Financial Results (Rupees in lacs)
Particulars For the period For the period
ended 31-03-2010 ended 31-03-2009
Gross Revenue 330 263
Operating Profit before
Interest finance charges and
Depreciation 18 48
Less: Interest & Finance Charges 0.35 808
Profit/{Loss) before
Depreciation 18 (760)
Less : Depreciation 55 55
Net Profit (Loss) for the year (37) (815)
Less: Prior Year adjustments - -
Net Profit/(Loss) for the year (37) (815)
Less: Provision for Taxation - 0.19
Net Profit/(Loss) after Taxation (37) (816)
MANAGEMENT DISCUSSION & ANALYSIS REPORT, REVIEW OF OPERATIONS DURING
THE YEAR & FUTURE PLANS :
Although the future of the (food processing industry is very bright but
it is facing problems of poor infrastructural facilities at the moment
viz. inadequate cold storage and refrigerated vehicles, erratic supply
of electricity etc. There is high cost of transportation through
refrigerated vehicles and demand for limited frozen vegetables and
fruits have also made the products commercially unviable
Despite these conditions, in the year under review, the company could
successfully increase its sale in LLP. and Delhi. The net turnover
increased from Rs. 54.73 lacs to Rs. 112.35 lacs. However, the
operating profit has reduced because of the increased power and fuel
cost and major repairs of the plant and machineries. Currently, the
focus of the company is to increase the turnover In the Institutional
market.
The company has entered into negotiated settlement with the secured
lenders. During the year under review, it could make a payment of
around Rs . 143 Lacs to them. It defaulted in the further payments to
them as per the schedule but is trying its best to honor the
commitments. The settlements have not yet been revoked by the lenders.
Your company has been served with a notice dtd. 30.06.10 u/s 20 (1) of
the Sick Industrial Companies (Special Provisions) Act, 1985 and BIFR
Regulations, 1987 for Proposed winding up of the company. The promoter
directors and the company is trying its best to come up with the funds
and honor the commitments of settlement with the lenders.
DIVIDEND
Due to the losses incurred by your company, no dividend is recommended
on the equity shares of the company.
AUDITORS
M/s. Jolly & Oberoi, 13, Hanuman Road, Connaught Place, New Delhi,
Chartered Accountants, Auditors of the Company retire at the conclusion
of the ensuing Annual General Meeting and they have expressed their
unwillingness to continue as the statutory auditor of the Company and
M/s. RATTAN ANIL & CO., A-90, Gall No.-6,1st Floor, Madhu Vihar Market,
Patpar Ganj Bus Depot., New Delhi offer themselves for appointment as
the statutory auditor of the Company to hold office from the conclusion
of this Annual General Meeting till the next Annual General Meeting of
the Company. The Company has received a Certificate from the Auditors
to the effect that their reappointment, if made, would be in accordance
with the provisions of Section 224 (1-B) of the Companies Act, 1956.
The remarks of the Auditors in their report read with notes attached to
the accounts are self explanatory and therefore do not call tor any
further comments.
COMMENTS ON AUDITORS REMARKS/ QUALIFICATIONS:
Point 3 (1) read with note 5 on schedule 20:
The Company has written to the Banker to the issue to transfer the
unclaimed application money to the Investor Education and Protection
Fund as per the procedure.
Point 3 (2) read with note 13 on schedule 20:
The company has been repairing the plant on regular basis depending on
the liquidity position as well as as per the need of the hour. Since
the main season of the company is from December to march, extensive
repairs are made to the plant and the plant and machineries every year
before that. The company has also filed a case with the High Court on
Insurance company to settle the Insurance Claim.
Point 3 (3) read with note 10 on Schedule 20:
The company has already entered into settlement with the secured
lenders and hence interest amounting to Rs. 6.09 crores has not been
provided for till the date of settlement as according to the terms of
settlements, these interest are not payable to them and also these
settlements have not yet been revoked.
Point No. 9 (a) in Auditors Report :
The company is passing through a severe liquidity crunch. However, the
efforts are being made to regularize the payment towards the provident
Fund deposits with the PF Authorities. The company has already made
some payment to the PF Authorities after the Balance Sheet date.
Similary the company has also approached Sales Tax Authorities and is
trying to settle the demand of Rs. 3.25 lacs still outstanding.
Point No. 4 read with note 11 on Sechedule 20:
The company has entered into negotiated settlement with the lenders and
has already made a payment of around Rs. 2 crores to them. On fully
settling the dues to the secured lenders as per the settlement, the
company will be able to come out of negative networth and also revive
its operations fully.
DIRECTORS
Pursuant to Section 256 of the Companies Act 1956. Mr. Narendra Kumar
Bharti, Director of the Company retire by rotation and being eligible,
offer himself for re-appointment.
FIXED DEPOSITS
The Company has not accepted any fixed deposits in terms of Section 58A
of the Companies Act, 1956.
EMPLOYEES
There are no employees whose particulars have to be submitted in
accordance with provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975.
STOCK EXCHANGE LISTING
The shares of your Company are presently listed at The Stock Exchange,
Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
The details of conservation of energy, technology absorption & foreign
exchange earning & outgo of the Company are given as per Annexure 1 to
this report :
CORPORATE GOVERNANCE
A Comprehensive report on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement is attached to this report.
Your Company has obtained a certificate from the Statutory Auditor
regarding the compliance of conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement and the same is
annexed.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SEC. 217(2AA) Your Directors
hereby state that:
1. In (he preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. Such accounting policies had been selected and applied consistently
and judgments and estimates are reasonable and prudent so as to give a
true and fair view of the profit or loss of the Company at the end of
the financial year and of the profit or loss of the company for that
period;
3. Proper and sufficient care had been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts had been prepared on a going concern basis.
APPRECIATION
We wish to convey our sincere thanks to the Shareholders and various
agencies of the Central Government, State Governments, Financial
Institutions, Companys Banker and Business Associates for their
continued cooperation extended to the Company. We also wish to record
our deep appreciation of the contribution made by the employees at all
levels.
For and on behalf of the Board of Directors
sd/-
Place: Rudrapur G. S. Sandhu
Date: 13/08/2010 Managing Director