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Directors Report of Tricom Fruit Products Ltd.

Mar 31, 2015

The Directors have pleasure in presentng their 21st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial Results : (Rs, In lacs)

Particulars 2014-2015 2013-2014

Total Income from Operations 27.71 110.11

Finance Cost 572.82 38.60

Depreciation 253.04 162.22

Profit before Taxation (939.25) (2,673.07)

Provisions for Taxes Nil 0.08

Exceptional Items (57.20) (1,272.14)

Profit afar Taxes (996.45) (3,945.28)

Balance brought forward (6,564.28) (2,619.00)

Prior Period Income Nil Nil

Appropriations Nil Nil

Profit carried to Balance Sheet (7,565.32) (6,564.28)

Earnings per share (5.93) (34.85)

2. Brief description of the Company's working during the year/State of Company's affair :

During the year the income from operations was Rs, 27.71 lacs as compared to income from operations of Rs, 110.11 Lacs during the previous financial year. The Loss was Rs, 996.45 Lacs as compared to loss of Rs, 3945.28 Lacs during the previous financial year.

3. Dividend

Due to the loss incurred during the year, the Board of Directors of your Company does not recommend any dividend for the Financial Year 2014-15.

4. Reserves

Due to loss incurred during the year the amount is not transferred to reserves.

5. Share Capital

During the year under review, Company has converted 11,55,000 Fully Convertible Warrants of Rs, 36/- each into 11,55,000 Equity Shares of Rs, 10/- each includes premium of Rs, 26/- per equity share .

The paid up capital of the Company as on 31st March, 2015 was Rs,17,09,40,500. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares and shares under Employees Stock Option Scheme

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Artcles of Associaton of the Company Mrs. Chetna Kothari Director retre by rotaton at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment.

Pursuant to provisions of Section 161(1) of the Companies act, 2013 (the 'Act') and the Articles your Company, based on the recommendations of the Nomination & Remuneration Committee, appointed Mr. Amol Mhatre (DIN: 02923911) as an Additional Director on 14th April, 2015 and he hold office up to the date of ensuing Annual General Meeting. Accordingly, his candidature for appointment as a Non Executive, Non-Independent Director of the Company is included at Item No. 4 of the Notice to the Annual General Meeting.

During the year under review, the members approved the appointments of Mrs. Chetna Kothari as a Non-executive Non-Independent Director who is liable to retire by rotation and Mr. Paresh Pathak and Mr. Rajesh Panamburkar as Independent Director who is not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under the act and clause 49 of the Listing Agreement with the stock exchanges.

7. Part cures of Employees :

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other Part cures of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report is annexed as (Annexure I).

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report is annexed as (Annexure I).

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company at the registered office of the Company and the same will be furnished on request.

8. Meetings :

During the year nine Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Board Evaluation :

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

The manner in which the evaluation has been carried out is explained as follows:- The Independent Directors of the Company, at their Meeting (without the attendance of Non –Independent Directors and members of management), reviewed the performance of the Board as a whole and the Board Committee and also evaluated the performance of Non-Independent Directors and the Board of the Company taking into account the views of Executive Directors and Non–Executive Directors and based on attendance record and intensity of participator at Meetings, quality of interventions, special contributions and interpersonal relationships with other Directors and management .

10. Remuneration Policy :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Policy is attached as (Annexure- II)

11. Auditors :

The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountants, Mumbai as Statutory Auditors, based on the recommendations of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting tell the conclusion of the next Annual General Meeting.

The Company has received letter from him to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re- appointment.

Resolutions' seeking your approval on these items are included in the Notice convening the Annual General Meeting. Members are requested to consider the appointment of M/s. Koshal & Associates, Chartered Accountant, Mumbai, for the current year, on a remuneration to be decided by the Board of Directors.

12. Auditors' Report :

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

13. Secretarial Audit Report :

In terms of Section 204 of the Act and Rules made there under, M/s. Jaanvi Joshi & Associates, Company Secretaries, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as (Annexure III) to this report. The report is self-explanatory and our reply to the comments are as follows.

- During the year we did not get a suitable candidate for the post of Company Secretary and Chief Financial Officer in our Company as required in terms of Section 203(1) of the Companies Act,2013. We are continuously posting our recruitment for the post of CS in news paper and on job portal website. We ensure you as soon as we get a suitable candidate we will appoint immediately.

- Due to financial difficulties there is delay in payment of listing fees to the stock exchange.

14. Vigil Mechanism/Whistle Blower Policy :

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, and Clause 49 of the Listing Agreement a Vigil Mechanism/ Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy/ Whistle Blower Policy has been uploaded on the website of the Company at htp://www.tricomfruitproducts. com/download%5CWhistle%20Blower%20Policy.pdf

15. Risk Management Policy :

The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk megaton process.

A detailed excise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, legal, regulatory and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defend framework.

16. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as (Annexure IV.)

17. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report :

There is no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

18. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

19. Adequacy of Internal Financial Controls :

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an Internal Auditor and Statutory Auditor and periodical review by management. The Audit Committee of the Board addresses issues if any, raised by both, the Internal Auditors and the Statutory Auditors.

20. Deposits :

The details relating to deposits, covered under Chapter V of the Act,- (a) accepted during the year'; Rs, 2,10,75,000/- (b) remained unpaid or unclaimed as at the end of the year; Rs, 4,42,45,281/- (c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year ; Nil

(ii) maximum during the year ; Nil

(iii) at the end of the year ; Nil

The Company has complied with all the requirements of Chapter V of the Act except Section 73(2) (C ), and 74 (1) (b) of the Companies Act, 2013.

21. Part cures of loans, guarantees or investments under Section 186:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

22. Part cures of contracts or arrangements with related parts:

All related party transactions done by the Company during the financial year were at arm's length and in ordinary course of business. All related party transactions were placed in the Meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parts which may have potential confect with the interest of the Company at large. Disclosure pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on the related party transactions and the same is available on the Company's website htp://www.tricomfruitproducts.com/download%5CRelated%20 Party%20Transactons%20Policy.pdf

23. Corporate Governance Certificate:

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

24. Management Discussion and Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

25. Disclosures:

Audit Committee:

Audit Committee comprises of Mr. Rajesh Panamburkar, Mr. Paresh Pathak and Mr. Chetan Kothari. All the recommendations made by the Audit Committee were accepted by the Board.

26. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressed) Act, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there under, your Company has consttuted Internal Complaints Committees (ICC). During the year Company has not received any complaint of harassment.

27. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo The information as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is forming part of Directors Report attached as (Annexure –V) to the Director Report.

28. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide for the motivation of the employees.

29. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-Section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

30. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

BY ORDER OF THE BOARD

Place :Mumbai

Date : September 1, 2015

Chetan Kothari Chetna Khotari

Managing Director

Regd. of:

Gat No.336, 338-341,

Village Andori, Taluka Khandala

Shirval Pandarpur Road,

Satara - 415521. Maharashtra

CIN : L67120PN1995PLC139099


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the Twentieth Annual Report together with the Audited Statement of Accounts for the period ended on 31st March, 2014

FINANCIAL RESULTS Rs in Lacs) PARTICULARS Current Year Previous Year

Sales & Income from operations 91.44 1,898.85

Depreciation 162.22 162.82

Interest 38.60 1,251.03

Provisions for Taxation & Deferred Tax Nil NIL

Profit / (Loss) after Taxes (3,945.29) (2,242.48)

Reserves Carried to Balance Sheet (6,564.28) (2,619.00)

DIVIDEND

In view of the losses, the Board of Directors do not recommended any dividend for the financial year.

BUSINESS OPERATIONS

During the year, the Company''s sales turnover was Rs.91.44 Lacs as compared to sales of Rs.1,898.85 Lacs during the

last year. The Loss during the year was Rs.3,945.29 Lacs as compared to Loss of Rs.2,242.48 Lacs during the last year.

FIXED DEPOSITS

Total amount of deposits outstanding as on 31stMarch, 2014 was Rs.464.40 Lacs There were no unclaimed deposits as on 31st March, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

a) In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b) That appropriate Accounting Policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at the end of the Financial Year and of the Loss of your Company for the said period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis, Managing Director''s & Auditor''s Certificate as stipulated under Clause 49 of the Listing Agreement are separately given and forms part of this Annual Report.

DIRECTORS

As on 31st March, 2014, the Board of Directors of your Company comprised of four Directors one of whom is the Managing Director. One director is non-executive non independent and remaining two directors are non-executive and independent directors. The composition of the Board is in consonance with Clause 49 of the Listing Agreement, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Company is seeking appointment of Mr. Paresh Pathak and Mr. Rajesh Panamburkar as an Independent Directors for five consecutive years.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Chetan Kothari, Director of the Company will retire by rotation at the forthcoming Twentieth Annual General Meeting and being eligible, offers himself for re-appointment.

As per the provisions of Section 149(1) of the Act and amended Clause 49 of the Listing Agreement, the Company should have at least one woman director. Ms. Chetna Kothari has Appointed as an Additional Director with effect from 14th August, 2014. will be Regularised as Director of the Company in ensuing Annual General Meeting.

ALLOTMENT OF 11,55,000 EQUITY SHARES OF '' 10/- EACH PURSUANT TO CONVERSION OF 11,55,000 FULLY CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS AT '' 36/- EACH ON 2ND JULY, 2014.

Your company had allotted 11,55,000 Equity shares of '' 10 each on premium of '' 26/- each pursuant to conversion of 11,55,000 fully convertible warrants.

AUDITORS

The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountants, Mumbai and M/s J.

L. Bhatt & Company Mumbai as Joint Auditors, based on the recommendations of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

The Company has received letters from him to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re- appointment.

Resolution seeking your approval on these items are included in the Notice convening the Annual General Meeting. Members are requested to consider the appointment of M/s Koshal & Associates, Chartered Accountants, Mumbai and M/s J. L. Bhatt & Company Mumbai as Joint Auditors, for the current year, on a remuneration to be decided by the Board of Directors.

AUDITORS REPORT

Qualification mentioned in Auditor Report regarding non provision of interest amount. Management has provided explanation in note no.3.4 of the Notes to the accounts.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information as prescribed 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, 1998 is forming part of Directors Report is attached as Annexure- A to the Directors'' Report.

HUMAN RESOURCES

Your Company regards human capital as the most valuable asset. However, none of the employees throughout the financial year were in receipt of remuneration in excess of the limits as prescribed under Section 217(2A) of the Companies Act, 1956 (''Act''), read with the amended Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation extended by the Banks and Government agencies giving support to your Company. Your Directors also thank all the shareholders for their continued support and all the employees and vendors of your Company for their valuable services during the year.

Place: Mumbai BY ORDER OF THE BOARD Date: 27th August, 2014

Chetan Kothari Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting herewith the 19th Annual Report together with the Audited Statement of Accounts for the period ended on March 31, 2013

FINANCIAL RESULTS (Rs.in Lacs)

PARTICULARS Current Year Previous Year

Sales & Income from operations 1,898.85 4,063.38

Profit before Interest, Depreciation & Taxation (828.62) 743.15

Depreciation 162.82 163.70

Interest 1,251.03 1,019.77

Provisions for Taxation & Deferred Tax NIL NIL

Profit / (Loss) after Taxes (2,242.48) (440.32)

Reserves Carried to Balance Sheet (2,619.00) (376.52)



DIVIDEND

In view of the losses, the Board of Directors do not recommended any dividend for the financial year.

BUSINESS OPERATIONS

During the year, the Company''s sales turnover was Rs. 1,898.85 Lacs as compared to sales of Rs. 4,063.38 Lacs during the last year. The Loss after tax during the year wasRs.2,242.48 Lacs as compared to Loss ofRs.440.32 Lacs during the last year.

FIXED DEPOSITS

Total amount of deposits outstanding as on March 31, 2013 was Rs.310.44 Lacs. There were no unclaimed deposits as on March 31, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

a) In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b) That appropriate Accounting Policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at the end of the Financial Year and of the Loss of your Company for the said period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis, Managing Director''s & Auditors Certificate as stipulated under Clause 49 of the Listing Agreement are separately given and forms part of this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Prakash Naik, Director of the Company will retire by rotation at the forthcoming 19th Annual General Meeting and being eligible, offers himself for re-appointment.

Further, Mr. Bipin Shah and Mr. Jeetendra Wala Director have resigned w.e.f. April 15, 2013 and May 20, 2013 respectively.

The Board places on record its their appreciation for the valuable services rendered by all the Directors during their tenure.

Mr. Paresh Pathak and Mr. Rajesh Panamburkar have appointed as an Additional Director w.e.f. May 15, 2013 has now been regularized as a Director of the Company in ensuing Annual General Meeting.

Further Mr. Prakash Naik resigned from the Managing Director of the Company w.e.f. January 27, 2013 and continued as Non Executive Director of the Company and Mr. Chetan Kothari appointed as Managing Director of the Company w.e.f. January 27, 2013 and continued as Chairman and Managing Director of the Company.

ALLOTMENT OF 60,84,000 SHARES AND 39,01,000 WARRANTS ON PREFERENTIAL BASIS AT- 36/- EACH ON FACE VALUE Rs.10/- EACH ON JANUARY 3, 2013.

Your company had allotted 60, 84,000 Equity shares and 39, 01,000 convertible warrants of Rs.10 each on premium of Rs.26/- each.

The above shares were listed on Bombay Stock Exchange Limited (''BSE'') on May 9, 2013 and the same were permitted for trading over BSE from May 17, 2013.

AUDITORS

M/s Koshal & Associates, Chartered Accountants and M/s J.L. Bhatt & Company; Chartered Accountants, retire as Statutory Auditors and have given their consent for re-appointment. As required under the provisions of Section 224 (1B) of the Companies Act, 1956, your Company has obtained written confirmation from the above auditors proposed to be re-appointed that the re-appointment, if made, would be in conformity with in the limits specified in the said section.

The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountant and M/s J. L. Bhatt & Company; Chartered Accountant, Mumbai as Statutory Auditors, based on the recommendations of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting. Members are requested to consider the appointment of M/s. Koshal & Associates, Chartered Accountants and M/s J L Bhatt & Company; Chartered Accountants, for the current year, on a remuneration to be decided by the Board of Directors in consultation with the said firm of Auditors.

ENERGY CONSUMPTION

Total energy consumption is separately attached as Form -A to this Directors'' Report.

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION

The Company has continuous focus on energy conservation and regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earning during the year amount to Rs.1,10,26,907/- and Foreign Exchange Outgo Rs. 6,35,489/-

HUMAN RESOURCES

Your Company regards human capital as the most valuable asset. However, none of the employees throughout the financial year were in receipt of remuneration in excess of the limits as prescribed under Section 217(2A) of the Companies Act, 1956 (''Act''), read with the amended Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation extended by the Banks and Government agencies giving support to your Company. Your Directors also thank all the shareholders for their continued support and all the employees and vendors of your Company for their valuable services during the year.

FOR AND ON BEHALF OF THE BOARD

Place :Mumbai

Date : August 19,2013

CHETAN KOTHARI

CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting herewith the 16th Annual Report together with the Audited Statement of Accounts for the period ended on 31st March, 2010.



FINANCIAL RESULTS (Rs. in thousands)

PARTICULARS 2009-2010 2008-2009

Sales & Income from operations 9649.00 3920.09

Profit before Interest, Depreciation & Taxation 721.57 996.57

Depreciation 236.75 236.75

Provisions for Taxation & Deferred Tax 158.54 294.94

Profit for the Year 326.28 462.00

Reserves carried to Balance Sheet 1218.79 892.51



PRESENT OPERATIONS

During the year the sales turnover of Rs.9649 thousand was achieved as compared to the sales turnover of Rs.3920 thousand during the last financial year. The profit for the year decreased from Rs.462 thousand to Rs.326 thousand due to pressure on margin.

Financial results for the current year reflect the working of the operations of the transferor company i.e. Tricom Agrochem Limited, as the Scheme of Amalgamation as approved by the Honble Hign Court of Gujarat has become effective from the appointed date i.e. 1st April,2008.

SCHEME OF AMALGAMATION

The Scheme of Amalgamation (Scheme) of Tricom Agrochem Limited (Transferor Company) with the Company was approved by the Honble High Court of Bombay and High Court, Gujarat on 29th January, 2010 & 6th May, 2010 respectively. The effective date for the Scheme of Amalgamation has been fixed as 31st May, 2010 and the Scheme has become effective from appointed date i.e. 1st April, 2008.

As per Clause 11 of the Scheme, the Company has issued and allotted 4855050 Equity Shares of Rs.10/ - each to the shareholders of the transferor Company on 30th June, 2010 in the ratio of 1(one) Equity Shares of Rs.10/- each fully paid-up in the capital of the Company for every 2(two) Equity Shares of Rs.10/- held by them as on record date i.e. 19th June, 2010 in the capital of the transferor company.

BUSINESS OF THE COMPANY

After the implementation of the Scheme of Amalgamation the Companys business operations will include manufacturing of fruit pulp and juices and other processed products prepared out of fruits like Mango, Pomegranate, Guava, tomato etc apart from trading in Agricultural commodities.

CHANGE OF NAME

After the successful implementation of the Scheme of Amalgamation, it has become imperative that the name of the Company should reflect the business activity being carried out by the Company. Hence, to make the name of the company representative of the business of the company i.e. fruit /agri processing and trading, a proposal to change name of the Company was moved by the Board.

The Shareholders of the Company have approved the proposal for change of name of the company through postal ballot on 20th July, 2010. The Registrar of Companies, Gujarat has issued fresh certificate of incorporation approving the change of name of the company to Tricom Fruit Products Limited with effect from 2nd August, 2010.

DIVIDEND

With a view to conserve resources the Board of Directors has not recommended any dividend for the financial year.

FIXED DEPOSITS

Total amount of deposits outstanding as on March 31, 2010 was Rs.74 Lacs. There were no unclaimed deposits as on March 31, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) That appropriate accounting policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at the end of the financial year and of the profit of your Company for the said period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis, Managing Directors & Auditors Certificate as stipulated under Clause 49 of the Listing Agreement are separately given and form part of this Annual Report.

DIRECTORS

The Board has approved the appointment of Mr. P V Naik as Managing Director of the Company subject to shareholders approval with effect from 30th June, 2010 on the same terms & conditions of his appointment in the transferor company i.e. Tricom Agrochem Limited.

Mr. Chetan Kothari & Mr. Bipin Shah were appointed as Additional Director of the Company w.e.f 30th June,2010. Mr. Kothari & Mr. Shah will hold office till the date of the forthcoming Annual General Meeting and notices has been received from Members proposing the candidature of Mr. Kothari & Mr. Shah for being appointed as Directors of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Naran Bhati & Mr.Jeetendra Wala, Directors of the Company will retire by rotation at the forthcoming 16th Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. Maheshwari Kanthalia Rana & Company, Chartered Accountants, Mumbai, retire as auditors and have given their consent for re-appointment. The shareholders are requested to elect auditors for the current year and to authorize your Directors to fix their remuneration as per item No. 03 of the Notice. As required under the provisions of Section 224 (1B) of the Companies Act, 1956, your Company has obtained written confirmation from the above auditors proposed to be re-appointed that the re-appointment, if made, would be in conformity with in the limits specified in the said Section.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information as prescribed 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, 1998 are not applicable to the Company.

HUMAN RESOURCES

Your Company regards human capital as the most valuable asset. The information as per Section 217(2A) of the Companies Act, 1956 (Act), read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of your Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company at the Registered Office.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation extended by the banks and Government agencies giving support to your company. Your Directors also thank all the shareholders for their continued support and all the employees and vendors of your company for their valuable services during the year.



for and on behalf of the Board,

of Tricom Fruit Products Limited





PLACE: Ahmedabad JEETENDRAWALA

DATE: 14th August, 2010 Chairman

 
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