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Directors Report of Vegetable Products Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 61st Annual Report together with : Audited Statement of Accounts of the Company for the year ended on 31«* March, 2015.

The Directors now present below the financial highlights for 2014-15:

Rs. in Lakh

Particulars Year ended Year ended 31st March, 2015 31st March, 2014

Sales & Other Income 0.29 3693.30 Profit before Interest Depreciation &

Exceptional Items

Interest (7.50) (7.10)

Depreciation (2.52) (36.68)

Exceptional Items (12.83) 0.51

Profit/(Loss) befor Tax (52.94) 25.24

Provision for Tax O00 (5.19)

Deferred Tax 10.77 (1.59)

MAT Tax Credit Availed 0.00 (0.39)

Profit after Tax (42.17) 18.07

Add: Balance Brought forward (429.05) (446.84) from previous year

Dividend on Preference Share 0.00 (0.24) Tax on distributed preference dividend 0.00 (0.04)

alance carried to Balance Sheet (471.22) (429.05)

REVIEW OF OPERATION & PROSPECTS

Your Company has recorded a loss of Rs. 42.17 Lakhs during the year under review as compared to profit of Rs. 18.07 earned in the previous year. The company's turnover during the year has decreased because of discontinuance of production since July, 2011. , In spite of this the company could achieve this growth because of continuous effort in other area of business. However, looking to the present scenario, your directors could not foresee a glimpse of bright future. Your directors are putting their full efforts to bring the company in a sustainable position in this competitive market through all possible measures. Your directors bring new projects in the area of agriculture business and ' construction company to boost the turnover and profit of the company in the future scenario.

Your Company is making all out endeavor to rise to the market expectations to protect 1 * and achieve enhanced value for all its stakeholders i.e. shareholders, employees, | consumers and society in general.

Your directors regret their inability to recommend any dividend to equity shareholders < for the year 2014-2015.

Your directors have pleasure to inform you that your company had obtained ; connectivity with both the participants i.e. National Securities Depository Limited (NSDL/CDSL/CDSL) as well as Central Depository Services Limited (CDSL) with BIN

no. INE761D01013. About 96.82% of the total shares are held in Demat form. :: '. Shareholders holding shares in physical form have an option to dematerialize there :

shares with either of the depositories.

Cash and cash equivalents as at March 31, 2015 was Rs. 15.18 lakhs. The Company continues to focus on judicious management of its working capital, receivables and other working capital parameters were kept under strict check through continuous The paid-up equity capital as on March 31, 2015 was Rs. 390 lakhs. The company has not ; issued shares with differential voting rights nor grant stock options nor sweat equity.

Director Mr. Pradeep Kumar Daga (DIN 00080515) retire by rotation and , being eligible, offer himself for re appointment.

The members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors proposed to be appointed.

Your Company has not accepted any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

None of the Directors of the Company are disqualified as per the provisions of Section j 164 of the Companies Act, 2013.

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state < that:

i) In the preparation of the annual accounts, the applicable accounting standards ; have been followed.

ii) The directors have selected such accounting policies and applied them <: consistently and made judgments and estimates that were 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 the profit or loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

In accordance with the requirement of Clause 32 of the Listing Agreement of the Stock < Exchange, Cash Flow statement duly verified by the Auditors is annexed herewith.

Your company in compliance with the provision of clause 49 of the Listing Agreement formed Audit Committee, shareholders Grievance Committee and made necessary ; adjustments in this respect.

A Report on Corporate Governance and the Management Discussion and Analysis , Report, as required under Clause 49 of the Listing Agreement, forms part of the Annual : : Report.

The information pursuant to the section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors), Rules 1988 I relating to Conservation of Energy and Technology absorption are given by way of ' Annexure-3 to Director's Report.

Industrial Relations in the Company continued to be satisfactory throughout the year under review. There are no employees in the Company who are in receipt of salary of : Rs. 60,00,000/- p.a. or Rs.5,00,000/- p.m., if employed for part of the year. Hence the Statement of particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended till date is not attached.

Your directors are pleased to inform you that entire equity share of your company had been listed on BSE Ltd on 13th May, 2015 providing ready marketability of securities on a continuous basis adding prestige and importance to the company. This will increase ¦ : your company's credential. This is a step towards our ambition to build a more ' diversified product profile targeting disparate risk appetites.

Appointment of Cost Auditor pursuant to section 148 of the Companies Act, 2013 is not applicable to the company. Hence Cost Auditor has not been appointed for the financial year 2014-2015.

Statutory Audit:

- The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 = of the Companies Act,2013.

M/s. Maroti & Associates, Chartered Accountants (Firm registration Number 322770E) as the Statutory Auditors for a period of 3 years to hold office from the conclusion of the ; ensuing Annual General Meeting (2015) till the Annual General Meeting (2017), subject to ratification of their appointment at every AGM, during the term of their office. They have confirmed their eligibility and willingness for appointment as Statutory Auditors : for the aforesaid period, as per Section 141 of the Companies Act, 2013. The Board of , Directors recommends their appointment to the shareholders.

Secretarial Audit:

¦ As required under section 204(1) of the Companies Act, 2013 the Company has Obtained : a secretarial audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies . (Appointment and remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P. Doleswar Rao, of company Secretarial in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the . financial year ended 31st March,2015 is annexed herewith as ' Annexure 1" to this report.

The observations as have been made and taken in the Auditors Report in the light with the Notes on the Accounts are self explanatory and do not require any further ; clarification.

A calendar of Meetings is prepared and circulated in advance to the Directors. During ¦ the year fourteen Board Meetings were conducted and 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.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no : materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The Company does not have any subsidiary, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

The Board of Directors has approved a Code of Conduct which is applicable to the = Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the c expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this The Company has a vigil mechanism to deal with instance of fraud and mismanagement if any.

In staying true to our values of Strength, Performance and Passion and in line with our { vision of being one of the most respected companies in India, the Company is committed , to the high standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with ; concerns and also that no discrimination will be meted out to any person for a genuinely < raised concern. The Chairman of Audit and Chairman of the Board look into the ; complaints raised.

: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the : Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the i The details forming part of the extract of the Annual Return in form MGT-9 is annexed :, herewith as " Annexure 2".

Your Directors like to place on record their appreciation for the unstinted support and . assistance received by the Company from the Central and State Governments and its Bankers.

Your Directors are thankful to the Company's esteemed customers for their continued , support as well their deep appreciation of the hard work, dedication and enthusiastic support by all the employees of the Company and also thank the shareholders for their ; unstinted support to the Company.

For and on behalf of the Board

Pradeep Kumar Daga Tanmoy Mondal

Place : Kolkata Chairman & Director Managing Director Date : 26th Day of May, 2015.


Mar 31, 2014

The Directors have pleasure in presenting the 60 th Annual Report together with Audited Statements of Account of the Company for the year ended on 31st March, 2014

FINANCIAL RESULTS

The Directors now present below the financial highlights for 2013-14:

Rs.in Lakh

Year ended Year ended 31st March, 2014 31st March, 2013

Sales & Other Income 3693.81 201.25

Profit before Interest & Depreciation 69.02 61.37

Interest 7.10 6.91

Depreciation 36.68 26.07

Profit /(Loss) before Tax 25.24 28.39

Provision for Tax (5.19) (10.01)

Deferred Tax Assets (1.59) 0.80

MAT Tax Credit Availed (0.39) 6.25

Income tax for Earlier Year 0.00 (0.55)

Profit after Tax 18.07 24.89

REVIEW OF OPERATIONS & PROSPECTS

Your Company has recorded a profit of Rs. 18.07 Lakhs during the year under review as compared to profit of Rs.24.89 earned in the previous year. The company's turnover during the year has sharply decreased because of discontinuance of production since July, 2011. In spite of this the company could achieve this growth because of continuous effort in other area of business. The company's vanaspati plant is still not operating and your directors are hopeful of getting the orders from prospective buyers in near future, so that the operation of its vanaspati plant can resume. However, looking to the present scenario, your directors could not foresee a glimpse of bright future. Your directors are putting their full efforts to bring the company in a sustainable position in this competitive market through all possible measures.

Your Company is making all out endeavor to rise to the market expectations to protect and achieve enhanced value for all its stakeholders i.e. shareholders, employees, consumers and society in general.

DIVIDEND

In view of the marginal profits made by the Company your Directors regret their inability to recommend any Dividend to equity share for the year 2013-2014. Your Directors have recommended payment of Rs. 23,835/- on preference shares from 01st April, 2013 till 15th January, 2014 (being the date of redemption).

DEMATERIALISATION OF EQUITY SHARS

Your directors have pleasure to inform you that your company had obtained connectivity with both the participants i.e. National Securities Depository Limited (NSDL/CDSL/CDSL) as well as Central Depository Services Limited (CDSL) with ISIN no. INE761D01013. About 96.80% of the total shares are held in Demat form. Shareholders holding shares in physical form have an option to dematerialize their shares with either of the depositories.

DIRECTORS

Your Directors wish to place on record their appreciation of the valuable services rendered by Mr. Ramesh Chandra Daga during his tenure as Directors of your Company. As per the provisions of Section 152 of the Act, Mr. Ramesh Chandra Daga, Director of the company who is determined to retire by rotation from The Board is being retiring in actual at this AGM and not seeking reappointment. The company may place before the Members in General Meeting for their approval a name to be appointed as Non-Executive Director in his place in Notice to AGM.

Your Directors welcome the initiative of the Government for giving women an equal opportunity at the top level management by inserting statutory provision for their appointment at The Board. In honor of the provisions The Company may place before the Members in General Meeting for their approval a name to be appointed as Non-Executive Women Director in Notice of 60th AGM.

As per the provisions of Section 149 of the Act, which has come into force with effect from 1 st April, 2014, an Independent Director is required to be appointed and shall hold office for a term up to maximum of five consecutive years on the Board of a company and shall not be liable to retire by rotation. In compliance with the provisions of Section 149 the company may place before the Members in General Meeting for their approval to appoint requisite Independent Directors.

The Board commends the passing of the Resolutions at Annual General Meeting Notice for the appointment of Mr. Tanmoy Mondal as Managing Director of the company.

The members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors proposed to be appointed.

DEPOSITS

Your Company has not accepted any deposits during the year within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the Rules made there under.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

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

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

(ii) appropriate accounting policies have been selected 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 the affairs of the Company as at 31st March, 2014 and of the Profit and Loss of the Company for the said period;

(iii) 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

ACCOUNTING POLICIES

The major accounting policies of the Company are annexed to the Accounts.

CASH FLOW STATEMENT

In accordance with the requirement of Clause 32 of the Listing Agreement of the Stock Exchange, Cash Flow statement duly verified by the Auditors is annexed herewith.

Subsequent upon issue of 26,00,000 equity share of Rs. 10/- each the paid up capital of the company increased from Rs. 1,30,00,000 divided into 13,00,000 Equity shares of Rs. 10/- each to Rs. 3,90,00,000 divided into 39,00,000 Equity shares of Rs. 10/- each. The Corporate Governance became applicable to your company with effect from 13.01.2014 pursuant to clause 49 of the Listing Agreement with The Calcutta Stock Exchange Limited.

Your company in compliance with the provision of clause 49 of the Listing Agreement formed Audit Committee, shareholders Grievance Committee and made necessary adjustments in this respect.

A Report on Corporate Governance and the Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN^ EXCHANGE EARNINGS & OUTGO

The information pursuant to the section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors), Rules 1988 relating to Conservation of Energy and Technology absorption are given by way of Annxure-1 to Director's Report.

REDEMPTION OF PREFERENCE SHARES

Your Company during the year under review has redeemed of 60,000 Vi % cumulative redeemable preference shares of Rs.100/- each and paid dividend at the rate of 0.5% per annum on 60,000 Redeemable Preference Shares of Rs.100/- each of the Company for the period from 1st April, 2013 to 15th January, 2014, aggregating to Rs. 23,835/-to the only Preference shareholder whose names was appeared on the Company's books as on 31st December, 2013 or to their mandates."

PREFERENTIAL ISSUE

The Company has issued 26,00,000 equity shares of Rs.10/- each at a premium of Rs.20/- per share for cash aggregating to Rs.7,80,00,000/- on preferential basis as per SEBI guidelines relating to preferential allotment. The said shares have been Listed and Trading permission for the same have also been received. At present the said shares are under lock-in for a period of 1 year from the date of allotment.

PERSONNEL

Industrial Relations in the Company continued to be satisfactory throughout the year under review. There are no employees in the Company who are in receipt of salary of Rs. 60,00,000/- p.a. or Rs.5,00,000/- p.m., if employed for part of the year. Hence the Statement of particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended till date is not attached.

LISTING AT BSE

Your Company plans to list the shares at BSE and for which it has already made application before them and which is under process.

COST AUDITOR

M/s.A. Bhattacharya 8b Associates , Cost Accountants, pursuant to the direction of the Central Government, Govt, of India, was appointed as Cost Auditor of'the Company for conducting Cost Audit of the Company for the financial year ended 31st March, 2014.

AUDITORS

Your company has received letter from retiring statutory auditor M/s. Maroti & Associates, Chartered Accountants expressing their willingness to be reappointed and to the effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in this Annual General Meeting to pass the Resolutions at Item Nos. 3 of the Annual General Meeting Notice.

AUDITORS' REPORT

The Observations as have been made and taken in the Auditors Report in the light with the Notes on, the Accounts are self explanatory and do not require any further clarification.

COMPLIANCE CERTIFICATE

As required under section 383A of the Companies Act, 1956 the company has obtained necessary certificate from M/s. V.K. Sharma & Associates, Company Secretary m whole-time practice and a copy of the same is attached with this report.

ACKNOWLEDGEMENT

Your Directors like to place on record their appreciation for the unstinted support and assistance received by the Company from the Central and State Governments and its Bankers.

Your Directors are thankful to the Company's esteemed customers for their continued support as well their deep appreciation of the hard work, dedication and enthusiastic support by all the employees of the Company and also thank the shareholders for their unstinted support to the Company.

For and on behalf of the Board

Ramesh Chandra Daga Tanmoy Mondal

Place : Kolkata Chairman & Director Managing Director

Date: 26th Day of May, 2014

 
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