Mar 31, 2018
To the Members,
The Directors have pleasure in presenting the 77th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended 31st March, 2018.
FINANCIAL RESULTS
The summarized financial results of the Company for the financial year 2017-18 are given hereunder:
(Rs.in lakhs)
2017-18 |
2016-17 |
|
Revenue from operations & other income |
7,741.64 |
6,880.75 |
Operating Profit (EBIDTA) |
2,045.72 |
1,621.51 |
Finance Cost |
153.50 |
209.99 |
Gross Profit (PBD) |
1,892.22 |
1,411.52 |
Depreciation & amortization |
155.20 |
149.67 |
Profit before tax |
1,737.02 |
1,261.85 |
Provision for |
||
- Current Tax (net) |
247.62 |
141.80 |
- Deferred Tax (incl. MAT Credit Entitlement) |
(163.22) |
(86.71) |
Net Profit |
1,652.62 |
1,206.76 |
Other Comprehensive Income |
(177.87) |
(14.33) |
Total Comprehensive Income for the year |
1,474.75 |
1,192.43 |
Opening balance of Retained Earnings |
8,911.13 |
8,727.26 |
Amount available for appropriation |
10,532.19 |
9,911.13 |
Dividend on Equity Shares |
240.99 |
- |
Tax on Equity Dividend |
49.06 |
- |
Transferred to General Reserve |
1,000.00 |
1,000.00 |
Closing Balance of Retained Earnings |
9,242.14 |
8,911.13 |
IND AS ADOPTION
The Company has adopted Indian Accounting Standards (Ind AS) w.e.f. 1st April, 2017 with a transition date of 1st April, 2016. Accordingly, the financial statements for the financial year ended 31st March, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 (the Act) and other accounting principles generally accepted in India. Previous periodâs figures have been restated as per Ind AS to make them comparable.
DIVIDEND
Your Directors are pleased to recommend Dividend of Rs. 8.00 per equity share of Rs. 10/- each (i.e. 80%) for the financial year ended 31st March, 2018 subject to approval of the shareholders at the ensuing annual general meeting as against the Dividend of Rs.7.50 per equity share of Rs.10/- each (i.e. 75%) paid for the Year ended 31st March, 2017.
OPERATIONS
- During the year under review, the revenue from operations increased by 14.41% to Rs.5,417.33 lakhs as against Rs. 4,735.17 lakhs in the previous year. The growth is primarily on account of higher volumes and prices of dairy milk/milk products.
- The operating profit (EBIDTA) of Rs. 2,045.72 lakhs recorded during the year is higher by 26.16% than the previous year. The profit after tax for the year was Rs. 1,652.62 lakhs as against Rs. 1,206.76 lakhs in the previous year;
- The production of dairy milk & milk products during the year has grown by 4.47% to 7,362 KL as against 7,047 KL in the previous year;
The raw milk prices were at low levels throughout the year due to increase in milk production. Consequently, there has been significant improvement in margins of dairy milk/milk products during the year;
- In the case of real estate, the Company has been able to liquidate some of the inventory of commercial shops in the Gagan Enclave Extension project. To expand and enlarge the scope of the real estate business, venturing into the hospitality sector is being considered;
- The Company has deployed surplus funds in treasury operations. The Other Income during the year was Rs.2,324.31 lakhs as against Rs.2,145.58 lakhs recording an increase of 8.33%. The treasury operations of the Company continued to focus on deployment of surplus liquidity within a well defined risk management framework.
THE MANAGEMENT DISCUSSION & ANALYSIS
As required by Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODRâ), Management Discussion and Analysis Report for the year ended 31.03.2018 is appended.
FINANCE
(i) Share Capital
The paid-up Equity Share Capital as on 31st March, 2018 was Rs.321.32 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
(ii) Fixed Deposits
Your Company has not accepted any public deposits under Chapter 4 of the Companies Act, 2013. As such, no amount of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.
(iii) Particulars of loans, guarantees or investments
Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements.
CORPORATE GOVERNANCE
The Company is committed to uphold the highest standard of corporate governance and believe that business relationship can be strengthened through corporate fairness, transparency and accountability. Your Company is fully compliant with all the mandatory provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A Report on Corporate Governance with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance is annexed as Annexure-A and forms part of this Annual Report. A Certificate from the Chairman & Managing Director and Chief Financial Officer confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and a Declaration by the Chairman & Managing Director for compliance with the Companyâs Code of Conduct are annexed as Annexure-A and form part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has put in place a Corporate Social Responsibility Policy in line with Section 135 and Schedule VIII of the Act. The Policy is available on the website of the Company at www.amritcorp.com. As per the Policy, the CSR activities are carried on in areas of skill development & language training for employability, livelihood and income generation, preventive health and sanitation, waste resource management and water conservation and also contribute to Prime Ministerâs National Relief Fund, National Mission for Clean Ganga and Swachh Bharat Kosh.
The Annual Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-B and forms integral part of this Report.
RISK MANAGEMENT
The Board of Directors of your Company has constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Audit Committee and the Board of Directors are informed of the risks associated and minimization procedures on timely basis. The details of the Committee, its terms of reference and the Risk Management Policy are set out in the Corporate Governance Report forming part of this Report. The Risk Management Policy is posted on the website of the Company at www.amritcorp.com.
VIGIL MECHANISM
Pursuant to Section 177(9) of the Companies Act, 2013, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at www.amritcorp.com.
CODE OF CONDUCT
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 Company believes in zero tolerance against bribery, corruption and unethical dealings/ behaviours of any form. The Code has been pasted on the Companyâs website at www.amritcorp.com. 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 dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the senior management personnel have confirmed compliance with the Code. A Declaration by the Chairman & Managing Director regarding compliance with the Companyâs Code of Conduct is attached to the Report on Corporate Governance.
RELATED PARTY TRANSACTIONS
No Related Party Transactions were entered into during the financial year 2017-18. All Related Party Transactions entered into in the past were on an armâs length basis and were in the ordinary course of business. There are no materially significant Related Party T ransactions made by the Company with promoters, directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.
On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company (www.amritcorp.com) under the head âInvestor Relationsâ. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.
A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The statement is supported by a certificate from the CEO and CFO.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company believes that all employees have right to be treated with dignity and to work in an environment free of sexual harassment. The Company will not permit or condone sexual harassment at workplace. The Company will make every effort to ensure that no employee or visitor or any other person is subjected to sexual harassment at any of the Companyâs workplaces and the allegations of sexual harassment will be dealt with seriously, expeditiously and confidentially. The Company has in place a formal policy for prevention of sexual harassment, which has been framed in accordance with the provisions of âThe Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013â and Rules framed thereunder. No complaints of sexual harassment was received during the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.
AUDIT COMMITTEE
The details pertaining to composition of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Committee were accepted by the Board.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Directors have laid-down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(i) Appointment
No changes have taken place in the Board of Directors and Key Managerial Personnel (KMP) during the year. The details of the Directors are given in the Corporate Governance Report. Upon completion of his tenure, Shri Ashwini Kumar Bajaj has been re-appointed as Managing Director of the Company by the Board of Directors for a period of three years w.e.f. 5th November, 2017. The said re-appointment of Shri Ashwini Kumar Bajaj is subject to the approval of the shareholders at the annual general meeting.
(ii) Retirement by rotation
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri G.N.Mehra retires by rotation and is eligible for re-appointment.
(iii) Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.
(iv) Board Evaluation
In compliance with the provisions of the Act, and Regulations 17 and 19 read with Part D of Schedule II to the SEBI LODR, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Directors expressed satisfaction with the evaluation process and performance of the Board of Directors and the Committee.
(v) Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.
(vi) Directorsâ Training and Familiarization Programme
The newly appointed Independent Directors are taken through a training & familiarization programme to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of industry in which the Company operates, business model etc.
The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing the industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization, continuous training and familiarization every year is not considered necessary for the existing Directors and, accordingly, no such programmes were conducted during the year.
(vii) Board Meetings
During the year, six (6) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the section 134(3)(c) of the Companies Act, 2013:
(i) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii) that such accounting policies, as mentioned in the Financial Statements, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the annual financial statements have been prepared on a going concern basis;
(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
AUDITORS
(i) Statutory Auditors
At the 76th Annual General Meeting held on 19th September, 2017, M/s Mukesh Aggarwal & Co., Chartered Accountants, New Delhi (ICAI Registration No. 011393N) have been appointed as the Statutory Auditors of the Company for an initial period of 5 years from the conclusion of 76th annual general meeting till the conclusion of 81st annual general meeting.
The Report given by M/s Mukesh Aggarwal & Co., Chartered Accountants, on the financial statements of the Company for the year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed.
(ii) Cost Auditors
The goods produced by the Company are not covered under cost audit and, therefore, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit records.
(iii) Secretarial Audit
Pursuant to the 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 RSM & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-C.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is Annexed herewith as Annexure-D.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-E.
PERSONNEL
Employee relations continued to be cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.102 lakhs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.102 lakhs during the financial year 2017-18.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure-F.
ACKNOWLEDGEMENT
Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.
For and on behalf of the Board
Noida N.K. BAJAJ
August 02, 2018 Chairman & Managing Director
Mar 31, 2016
To the Members,
The Directors have pleasure in presenting the 75th Annual Report on the business and operations of the Company together with Audited Statements of Accounts for the financial year ended 31st March, 2016.
FINANCIAL RESULTS
The summarized financial results of the Company for the financial year 2015-16 are given hereunder:
(Rs. in lacs)
|
2015-16 |
2014-15 |
Revenue from operations & other income |
5,791.27 |
6,447.49 |
Operating Profit (EBIDTA) |
1,479.47 |
1,690.51 |
Finance Cost |
268.36 |
204.28 |
Gross Profit (PBD) |
1,211.11 |
1,486.23 |
Depreciation & amortization |
145.71 |
199.28 |
Profit before tax |
1,065.40 |
1,286.95 |
Provision for |
|
|
- Current Tax (net) |
87.07 |
218.32 |
- Deferred Tax |
(4.55) |
(22.62) |
- MAT Credit entitlement |
(87.07) |
- |
Net Profit |
1,069.95 |
1,091.25 |
Balance b/f from previous year |
8,115.89 |
8,218.01 |
Profit available for appropriation |
9,185.84 |
9,309.26 |
Appropriation: |
|
|
- Interim Dividend on Equity shares @ Rs.6/- per Equity Share i.e. 60% (Previous year Final Dividend @ Rs.5/- per share i.e. 50%) |
192.79 |
160.66 |
- Tax on dividend @ 20.36% |
39.25 |
32.71 |
- Transfer to General Reserve |
1,000.00 |
1,000.00 |
Balance Carried to Balance Sheet |
7,953.80 |
8,115.89 |
DIVIDEND
The Board of Directors approved payment of Interim Dividend of Rs. 6/- per share of Rs. 10/- each (i.e. 60%) for the year ended 31st March, 2016. The Interim Dividend has already been paid to the Shareholders on 29th March, 2016. No final dividend has been recommended by the Directors for the Financial Year 2015-16.
OPERATIONS
- During the year under review, the revenue from operations declined by 15.12% to Rs.4,206.66 lacs as against Rs.4,956.11 lacs in the previous year. The revenue from operations during the year is low mainly on account of low volumes in Dairy segment and no revenue in Real Estate segment due to sluggish market conditions;
- The operating profit (EBIDTA) recorded during the year was lower by 12.48% at Rs.1,479.47 lacs as against Rs.1,690.51 lacs in the previous year. The net profit after tax for the year was Rs. 1,069.95 lacs as against Rs.1,091.25 lacs in the previous year;
- The production of dairy milk & milk products during the year was 5,782 KL as against 6,494 KL in the previous year, a decline of 10.96%. The production is low in all product categories, except liquid ice-cream, dessert mixes, fresh cream and cooking creamer. The lower production is also on account of discontinuation of Mother Dairy business, which put-up its own UHT milk processing facility;
The raw milk prices came down in the first half of the year and were relatively stable during the third and fourth quarters. The costs relating to plant maintenance and other inputs, were higher. Dairy Division is mainly focussing on B2B food services business to cater to the high-end QSR chains and other bulk buyers;
- In the case of real estate, there was no activity during the year. In the Gagan Enclave and Gagan Enclave Extension projects, the Company has some inventory of only commercial space, which could not be liquidated due to slow off-take of commercial space in Ghaziabad where these projects are located;
- The Company has deployed funds in treasury operations. The Other Income during the year was Rs.1,584.61 lacs as against Rs. 1,491.38 lacs in the previous year recording an increase of 6.25%.
THE MANAGEMENT DISCUSSION & ANALYSIS
As required by Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), Management Discussion and Analysis Report for the year ended 31.03.2016 is appended.
FINANCE
(i) Share Capital
The paid-up Equity Share Capital as on 31st March, 2016 was Rs.321.32 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
(ii) Fixed Deposits
Your Company has not accepted any public deposits under Chapter 4 of the Companies Act, 2013 ("the Act"). As such, no amount of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.
(iii) Particulars of loans, guarantees or investments
Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of the Act, your Company has a Corporate Social Responsibility (CSR) Committee, details of which, including its terms of reference, are provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy), which is available on the website of the Company at www.amritcorp.com.
The Annual Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure A" and forms integral part of this Report.
RISK MANAGEMENT
The Board of Directors of your Company has constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Audit Committee and the Board of Directors are informed of the risks associated and minimization procedures on timely basis. The details of the Committee, its terms of reference and the Risk Management Policy are set out in the Corporate Governance Report forming part of this Report. The Risk Management Policy is posted on the website of the Company at www.amritcorp.com.
VIGIL MECHANISM
Pursuant to Section 177(9) of the Companies Act, 2013, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at www.amritcorp.com.
RELATED PARTY TRANSACTIONS
No Related Party Transactions were entered into during the financial year 2015-16. All Related Party Transactions entered into in the past were on an arm''s length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have potential conflict with the interest of the Company at large.
On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company (www.amritcorp.com) under the head ''Investor Relations''. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.
A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The statement is supported by a certificate from the CEO and CFO.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.
AUDIT COMMITTEE
The details pertaining to composition of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Committee were accepted by the Board.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Directors have laid-down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
(i) Appointment
No changes has taken place in the Board of Directors and Key Managerial Personnel (KMPs) during the year. The details of the Directors are given in the Corporate Governance Report.
(ii) Retirement by rotation
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Vikram Kumar Bajaj retires by rotation and is eligible for re-appointment.
(iii) Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.
(iv) Board Evaluation
In compliance with the provisions of the Act, and Regulations 17 and 19 read with Part D of Schedule II to the SEBI LODR, 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 Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Directors expressed satisfaction with the evaluation process and performance of the Board of Directors and the Committee.
(v) Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.
(vi) Directors'' Training and Familiarization Programme
The newly appointed Independent Directors are taken through a training & familiarization programme to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of industry in which the Company operates, business model etc.
The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing the industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization, continuous training and familiarization every year is not considered necessary for the existing Directors and, accordingly, no such programmes were conducted during the year.
(vii) Board Meetings
During the year, six (6) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the section 134(3)(c) of the Companies Act, 2013:
(i) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii) that such accounting policies, as mentioned in the Financial Statements, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the annual financial statements have been prepared on a going concern basis;
(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
AUDITORS (i) Statutory Auditors
M/s V.Sahai Tripathi & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company for a period of 3 years at the annual general meeting held on 12th August, 2014 subject to ratification of their appointment by the members at every annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors. As required under the provisions of SEBI LODR, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
(ii) Cost Auditors
The goods produced by the Company are not covered under cost audit and, therefore, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit records.
(iii) Secretarial Audit
Pursuant to the 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 RSM & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-B.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is Annexed herewith as Annexure-C.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-D.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to SEBI LODR is annexed herewith as Annexure-E and forms part of the Annual Report.
PERSONNEL
Employee relations continued to be cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs during the financial year 2015-16.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure-F.
ACKNOWLEDGMENT
Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.
For and on behalf of the Board
Noida N.K. BAJAJ
July 25, 2016 Chairman & Managing Director
Mar 31, 2015
To the Members,
The Directors have pleasure in presenting the 74th Annual Report on
the business and operations of the Company together with Audited
Statements of Accounts for the financial year ended 31st March, 2015.
FINANCIAL RESULTS
The summarized financial results of the Company for the financial year
2014-15 are given hereunder:
(Rs.in lacs)
2014-15 2013-14
Revenue from operations & other income 6,447.49 6,730.64
Operating Profit (EBIDTA) 1,690.51 1,253.40
Finance Cost 204.28 131.54
Gross Profit (PBD) 1,486.23 1,121.86
Depreciation & amortization 199.28 87.58
Profit before tax 1,286.95 1,034.28
Provision for
- Current Tax (net) 218.32 121.56
- Deferred Tax (22.62) 62.60
- MAT Credit entitlement - (80.24)
- Adjustment for prior
period tax/tax on dividend - 44.27
Net Profit 1,091.25 886.09
Balance b/f from previous year 8,218.01 8,219.89
Profit available for appropriation 9,309.26 9,105.98
Appropriation:
- Proposed Dividend on Equity
shares @ Rs.5/- per Equity Share 160.66 160.66
(i.e. 50%)
- Tax on dividend @ 20.36% 32.71 27.31
- Transfer to General Reserve 1,000.00 700.00
Balance Carried to Balance Sheet 8,115.89 8,218.01
DIVIDEND
Your Directors are pleased to recommend dividend of Rs.5/- per Equity
Share of Rs.10/- each (i.e. 50%) for the year ended 31st March, 2015,
the same as paid last year.
OPERATIONS
- During the year under review, the revenue from operations declined
to Rs.4,956.11 lacs as against Rs.5,493.52 lacs in the previous year.
The revenue from operations is low mainly on account of low volumes at
Dairy Division and slow real estate off-take;
- The operating profit (EBIDTA) recorded during the year was higher
by 34.87% at Rs.1,690.51 lacs as against Rs.1,253.40 lacs in the
previous year. The net profit after tax for the year was Rs. 1,091.25
lacs as against Rs. 886.09 lacs in the previous year;
- The production of dairy milk & milk products during the year was
6,494 KL as against 8,041 KL in the previous year, a decline of 19.24%.
There has been a decline in production across all product categories,
particularly in flavoured milk as the Mother Dairy has put-up its own
facility for processing of flavoured milk and our arrangement with them
has ceased for the time- being.
The raw milk prices which were relatively stable in the initial period
of the year started declining from the third quarter. The costs of
other inputs, mainly relating to plant maintenance, were higher for
better upkeep of the Plant. The packaging capacity was augmented with
the addition of one imported packaging machine. Dairy Division is now
focussing on high value specialty products which are being developed
for various FMCG companies;
- During the year, the real estate business recorded turnover of
Rs.320.06 lacs as against Rs. 722.45 lacs in the previous year. The
profit before tax in the real estate business was Rs.203.94 lacs during
the year against Rs. 489.09 lacs in the previous year;
- In the Services segment, the Company provides business advisory and
BPO services to the group companies as well as trading in commodities;
- The Company has deployed funds in treasury operations. The Other
Income during the year was Rs.1,491.38 lacs as against Rs. 1,237.13
lacs in the previous year recording an increase of 20.55%.
The Management Discussion & Analysis Report on these businesses for the
year ended 31st March, 2015 also appears as a separate statement in the
Annual Report.
FINANCE
(i) Share Capital
The paid-up Equity Share Capital as on 31st March, 2015 was Rs.321.32
lacs. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity.
(ii) Fixed Deposits
The Company has discontinued the public deposit scheme in terms of the
provisions of Section 73 of the Companies Act, 2013 and repaid all
outstanding deposits amounting to Rs. 202.02 lacs together with accrued
interest thereon, before 31st March, 2015. There are no fixed deposits
remaining unpaid/unclaimed with the Company as on 31st March, 2015 nor
there was any default in repayment of deposits or payment of interest
thereon during the year.
(iii) Particulars of loans, guarantees or investments
Particulars of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Statements.
ASSOCIATE/JV COMPANIES
Amrit Banaspati Company Ltd. ("ABCL"), an associate company,
recorded revenue from trading operations of Rs. 4,086.40 lacs and
profit before tax of Rs. 841.59 lacs, including income from treasury
operations.
The Company has sold the entire shareholding of M/s Amrit Digvijay
Infra-Tech Pvt.Ltd., joint venture company since it decided to abandon
the housing project at Dehradun due to land related issues. The JV
Company has also repaid the unsecured loan together with interest
obtained by it from the Company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company strongly believes in sustainable development which is
beneficial for the society at large and to practice the corporate
values through commitment to grow in socially and environmentally
responsible way while meeting the interest of our stake-holders. The
Company has formulated a Corporate Social Responsibility (CSR) Policy
to undertake CSR initiatives as specified in Schedule VII of the
Companies Act, 2013. The Company has constituted a robust and
transparent governance structure to oversee the implementation of our
CSR policy, in compliance with the requirement of Section 135 of the
Companies Act, 2013.
During the year, the Company has undertaken CSR initiatives in the
areas of education, health, water and sanitation and also contributed
directly to Prime Minister''s National Relief Fund, National Mission for
Clean Ganga and Swachh Bharat Kosh.
The Company has established a CSR Trust, namely, "Amrit CSR
Foundation" (ACF) for carrying on the CSR activities. Skill
development and language training programmes for the unemployed youth
from socially and economically backward sections of the society
directly through ACF and/or in partnership with NGOs, so as to make
them employable, will be a focus area of the CSR initiatives of the
Company. The Company will also promote and sponsor the sanitation
initiatives of the Govt. of India and actively participate in public
health, water and education.
The Annual Report on CSR activities is annexed herewith as "Annexure
- A".
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. The details of the
Committee and its terms of reference are set out in the Corporate
Governance Report forming part of the Board''s Report.
On the recommendation of the Risk Management Committee, the Board has
adopted Risk Management Policy, which outlines the programme
implemented by the Company to ensure appropriate risk management within
its system and culture. The Risk Management Policy is also posted on
the website of the Company. The Company''s risk management programme
comprises of a series of processes, structures and guidelines which
assist the Company to identify, assess, monitor and manage its business
risks, including any material changes to its risk profile. To achieve
this, the Company has clearly defined the responsibility and authority
of the Company''s Board of Directors and of the Risk Management
Committee to oversee and manage the risk management programme while
conferring responsibility and authority on the Company''s senior
management to develop and maintain the risk management programme in
light of the day to day needs of the Company. Regular communication and
review of risk management practices provide the Company with important
checks and balances to ensure the efficacy of its risk management
programme.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of
the Listing Agreement, the Company has formulated a Whistle Blower
Policy to establish a vigil mechanism for directors and employees of
the Company. The purpose and objective of this Policy is to provide a
framework to promote responsible and secure whistle blowing. It
protects the employees wishing to raise a concern about serious
irregularities within the Company. The details of the Whistle Blower
Policy are explained in the Corporate Governance Report and also posted
on the website of the Company.
RELATED PARTY TRANSACTIONS
No Related Party Transactions were entered into during the financial
year 2014-15. All Related Party Transactions entered into in the past
were on an arm''s length basis and were in the ordinary course of
business. There are no materially significant Related Party
Transactions made by the Company with promoters, directors, Key
Managerial Personnel or other designated persons which may have
potential conflict with the interests of the Company at large.
On the recommendation of the Audit Committee, the Board of Directors
has adopted a policy on Related Party Transactions, which is also
uploaded on the website of the Company (www.amritcorp.com) under the
head ''Investor Relations''. The Policy envisages the procedure governing
related party transactions required to be followed to ensure compliance
with the applicable laws and regulations as well as to ensure that the
Related Party Transactions are managed and disclosed in accordance with
the strict legal and accounting requirements.
A statement of all related party transactions is presented before the
Audit Committee on a quarterly basis, specifying the nature, value and
terms & conditions of the transactions. The statement is supported by a
certificate from the CEO and CFO.
None of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/
Courts which would impact the going concern status of the Company and
its future operations.
DIRECTORS
(i) Appointment
The Board of Directors has appointed Shri Sujal Shah and Smt. Ketaki
Sood as Additional Directors of the Company in the category of
Independent Directors with effect from 24th February, 2015 to hold
office as Directors upto the date of next Annual General Meeting of the
Company. Shri Sujal Shah and Smt. Ketaki Sood, subject to approval of
the shareholders in the next Annual General Meeting, are proposed for
appointment as Independent Directors for a period of 5 years. Further
details of the above Directors are given in the Corporate Governance
Report as well as in the Notice of the Annual General Meeting being
sent to the shareholders along with the Annual Report.
(ii) Retirement by rotation
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Shri G.N.Mehra retires by
rotation and is eligible for re- appointment.
(iii) Declarations by Independent Directors
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
(iv) Board Evaluation
In compliance with 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 Nomination
& Remuneration Committee. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
(v) Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee, framed a Policy for selection, appointment and remuneration
of Directors and Key Managerial Personnel. More details of the same are
given in the Corporate Governance Report.
(vi) Board Meetings
During the year, five (5) Board Meetings and four (4) Audit Committee
Meetings were convened and held. The details are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of the Section 134(3)(c) of the Companies
Act, 2013:
(i) That in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
(ii) That such accounting policies, as mentioned in the Financial
Statements as ''Significant Accounting Policies'' have been selected and
applied consistently and judgments and estimates have been made that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at March 31, 2015 and of the profit
of the Company for the year ended on that date;
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the annual financial statements have been prepared on a going
concern basis;
(v) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
(vi) That proper systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating
effectively.
AUDITORS
(i) Statutory Auditors
M/s V.Sahai Tripathi & Co., Chartered Accountants, have been appointed
as Statutory Auditors of the Company for a period of 3 years at the
last annual general meeting held on 12th August, 2014 subject to
ratification of their appointment by the members at every annual
general meeting. The shareholders at the ensuing annual general meeting
will consider ratification of the appointment of the Statutory
Auditors. As required under Clause 41 of the Listing Agreement, the
Auditors have confirmed that they hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of
India.
(ii) Cost Audit
The goods produced by the Company are not covered under cost audit and,
therefore, pursuant to Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Amendment Rules, 2014, the
Company is not required to maintain the cost audit records.
(iii) Secretarial Audit
Pursuant to the 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 RSM & Co., a firm
of Company Secretaries in Practice, to undertake the Secretarial Audit
of the Company. The Report of the Secretarial Audit is annexed herewith
as "Annexure - B".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure -
C".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure - D".
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the listing agreement
with stock exchanges is annexed herewith as "Annexure - E".
PERSONNEL
Employee relations continued to be cordial throughout the year in the
Company. The Directors express their appreciation for the contribution
made by the employees to the operations of the Company during the year.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 requiring particulars
of the employees in receipt of remuneration in excess of Rs.60 lacs per
year to be disclosed in the Report of Board of Directors are not
applicable to the Company as none of the employees was in receipt of
remuneration in excess of Rs.60 lacs during the financial year 2014-15.
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 is given in the Statement annexed
herewith as "Annexure - F".
ACKNOWLEDGEMENT
Your Directors convey their sincere thanks to the various agencies of
the Central Government, State Governments, Banks and other concerned
agencies for all the help and cooperation extended to the Company. The
Directors also deeply acknowledge the trust and confidence the
shareholders and investors have placed in the Company. Your Directors
also record their appreciation for the dedicated services rendered by
the workers, staff and officers of the Company.
For and on behalf of the Board
Noida N.K. BAJAJ
May 13, 2015 Chairman & Managing Director
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting the 72nd Annual Report on
the business and operations of the Company together with Audited
Statements of Accounts for the financial year ended 31st March, 2013.
FINANCIAL RESULTS
The summarized financial results of the Company for the financial year
2012-13 are given hereunder:
(Rs.in lacs)
2012-13 2011-12
Revenue from operations
& other income 9,017.75 6,935.79
Operating Profit (EBIDTA) 1,252.32 1,784.72
Finance Cost 143.58 122.41
Gross Profit (PBD) 1,108.74 1,662.31
Depreciation & Amortization 72.73 63.18
Profit before exceptional
items and tax 1,036.01 1,599.13
Exceptional Items:
- Profit from sale of''Gagan''Brand 10,381.59
- Profit /(Loss) from sale
of long term investment (13733)
Profit before tax 1,036.01 11,843.39
Provision for
- Current Tax (net) 200.00 2,329.70
- Deferred Tax/Adj. of provision (24.05) 5.94
- Prior Period Tax Adjustment 0.68
Net Profit 859.38 9,50775
Balance b/f from previous year 8,209.89 1,098.42
Profit available for
appropriations 9,069.27 10,606.17
Appropriations:
- Proposed Dividend on Equity
shares @ 40% i.e. Rs.4/- per
Equity Share 128.53 771.18
- Tax on dividend 20.85 125.10
- Transfer to General Reserve 700.00 1,500.00
Balance carried to
Balance Sheet 8,219.89 8,209.89
DIVIDEND
Your Directors are pleased to recommend dividend @ Rs.4/- per Equity
Share of Rs.10/- each (i.e. 40%) for the year ended 31st March, 2013 as
against the total dividend of Rs.24/- per equity share of Rs.10/- each
paid last year, including one time special dividend of Rs.20/- per
Equity Share (i.e. 200%) from the proceeds of the sale of
''Gagan''Trademark of the Company.
OPERATIONS
- During the year under review, the revenue from operations increased
to Rs.8,045.13 lacs as against Rs. 5,410.76 lacs in the previous year,
recording a growth of over 48%. The operating profit (EBIDTA) recorded
during the year was Rs.1,252.32 lacs as against Rs 1,784.72 lacs in the
previous year. The increased profitability in the previous year was
mainly on account of receipt of one time special dividend from Amrit
Banaspati Co. Ltd. from the sale of Edible Oils Business;
- The net profit after tax for the current year was Rs. 859.38 lacs as
against Rs. 9,50775 lacs in the previous year (after accounting for
exceptional items i.e. profit from sale of''Gagan''Trademark and loss
from sale of long term investments);
- The production of dairy milk & milk products during the year was
9,324 KL as against 10,688 KL in the previous year, a decline of
12.76%. Dairy mixes supplied to McDonald''s and flavoured milk supplied
to Mother Dairy recorded volume growth. However, other products,
namely, UHT milk, fresh cream, flavoured milk (other than Mother Dairy)
and loose milk recorded lower volumes due to low demand of these
products on account of higher prices. The raw milk prices were
relatively stable during the year and consequently, there is
improvement in the operating margins of the dairy business;
- During the year, there was no major activity in the real estate
segment due to delay in receipt of regulatory approvals. The requisite
approvals from the Ghaziabad Development Authority are now in
place and the sale of plots has commenced. There is good response from
the actual users as well as from small builders for the plots;
- In the Services segment, the Company provides business advisory and
BPO services to the group companies as well as trading in commodities.
The trading volumes are steadily rising.
The Management Discussion & Analysis Report on these businesses for the
year ended 31st March, 2013 also appears as a separate statement in the
Annual Report.
ASSOCIATE/JV COMPANIES
Amrit Digvijay Infra-Tech Pvt.Ltd.
M/s Amrit Digvijay Infra-Tech Pvt.Ltd., a joint venture company, has
decided to abandon the housing project at Dehradun as the remaining
portion of the land could not be acquired. Efforts are being made to
sell the land already acquired.
Amrit Banaspati Co. Ltd.
Upon sale of Edible Oils Business and the manufac- turing facility at
Rajpura, Distt. Patiala (Punjab) as a going concern last year, Amrit
Banaspati Company Ltd. (''ABCL") is now engaged in the business of
trading of various commodities & other items and in treasury operations
pertaining to the cash consideration received from the sale of
business. The management of ABCL is also evaluating new business
opportunities other than the general trading. During the year, ABCL
recorded revenue from trading operations of Rs. 8,915.80 lacs and
operating profit (EBIDTA) of Rs. 441.13 lacs.
FIXED DEPOSITS
As on 31st March, 2013, your Company had Fixed Deposits of Rs. 448.65
lacs (including interest accrued and due). There were no overdue
deposits as on 31st March, 2013 nor there was any failure in making
repayment of the fixed deposits on maturity and interest due thereon in
terms of the conditions of your Company''s Fixed Deposits Scheme.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given in Annexure which forms part of this Report.
PERSONNEL
Employee relations continued to be cordial throughout the year in the
Company. The Directors express their appreciation for the contribution
made by the employees to the operations of the Company during the year.
The particulars of employees as per Section 217(2A) of the Companies
Act, 1956 are set out in the Annexure which forms part of this Report.
However, as per the provisions of Section 219(1 )(b)(iv) of the said
Act, the report and accounts are being sent to all the members of the
Company excluding the aforesaid information. This statement shall be
made available for inspection by any member during working hours for a
period of 21 days before the date of the Annual General Meeting. Any
member interested in obtaining such particulars may write to the
Company Secretary at the Registered Office of the Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Shri K.R.Ramamoorthy, Shri
Mohit Satyanand and Shri Kamal Budhiraja, retire by rotation and are
eligible for re-appointment.
Subject to the approval of the shareholders at the ensuing Annual
General Meeting, Shri A.K.Bajaj has been reappointed as Managing
Director of the company for a period of 5 years w.e.f. November 5,
2012.
AUDITORS
M/s V.Sahai Tripathi & Co., Chartered Accountants, Statutory Auditors,
retire at the forthcoming Annual
General Meeting and being eligible, offer themselves for
re-appointment.
COST AUDIT
For the financial year 2011-12, the Board of Directors appointed M/s
G.T & Co., Cost Accountants, New Delhi, as the Cost Auditors of the
Company under section 233B of the Companies Act, 1956 for carrying on
Cost Audit of the dairy milk and milk products being processed/
manufactured by the Company and the requisite approval was received
from the Central Government. Pursuant to General Circular No. 15/2011 -
52/5/CAB-2011 dated April 11, 2011 issued by the Government of India,
Ministry of Corporate Affairs, Cost Audit Branch, New Delhi, following
are the details of Cost Auditor and filing of cost audit report with
Central Government:
Particulars of Cost Details of Cost Audit
Auditor Report filed for the period
ended 31st March, 2012
M/s G T & Co. Due date:
Firm Registration 30th September, 2012
No. 000253
58 (FF), Local Shopping Extended upto
Centre (Behind 28th February, 2013
Kanishka Complex),
K-Block, Kalkaji, Filing date:
New Delhi - 110 019 26th February, 2013
E-mail: [email protected]
The Cost Audit Report for the year ended 31st March, 2013 will be
forwarded to the Central Government within the statutory time limit in
pursuance to the provisions of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956, your
Directors confirm:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit or loss of the company
for that period;
(iii) 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
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the listing agreement
with stock exchanges is annexed and forms part of the Annual Report.
ACKNOWLEDGEMENT
Your Directors convey their sincere thanks to the various agencies of
the Central Government, State Governments, Banks and other concerned
agencies for all the help and cooperation extended to the Company. The
Directors also deeply acknowledge the trust and confidence the
shareholders and investors have placed in the Company. Your Direc- tors
also record their appreciation for the dedicated services rendered by
the workers, staff and officers of the Company.
For and on behalf of the Board
N.K. BAJAJ
Chairman & Managing Director
Noida May 21, 2013
Mar 31, 2012
The Directors have pleasure in presenting the 71st Annual Report on
the business and operations of the Company together with Audited
Statements of Accounts for the financial year ended 31st March, 2012.
FINANCIAL RESULTS
The summarized financial results of the Company for the financial year
2011-12 are given hereunder:
(Rs. in Lacs)
2011-12 2010-11
Revenue from Operations & Other Income 6,935.79 4,868.64
Operating Profit (EBIDTA) 1,784.72 755.53
Finance Cost 122.41 106.02
Gross Profit (PBD) 1,662.31 649.51
Depreciation & Amortization 63.18 107.14
Profit before exceptional items and tax 1,599.13 542.37
Exceptional Items:
- Profit from sale of'Gagan'Brand 10,381.59 -
- Profit/(Loss) from sale of long term
investments (137.33) 1,655.93
Profit before tax 11,843.39 2,198.30
Provision for
- Current Tax (net) 2,329.70 335.83
- Deferred Tax/Adj. of provision 5.94 (5.09)
Net Profit 9,507.75 1,867.56
Balance b/f from previous year 1,098.42 980.24
Profit available for appropriations 10,606.17 2,847.80
Appropriations:
- Proposed Dividend on Equity Shares 771.18 128.53
- Tax on Dividend 125.10 20.85
- Transfer to General Reserve 1,500.00 1,600.00
Balance carried to Balance Sheet 8,209.89 1,098.42
DIVIDEND
Your Directors are pleased to recommend dividend @ Rs. 24/- per Equity
Share of Rs. 10/- each (i.e. 240%) for the year ended 31st March, 2012,
including one time special dividend of Rs. 20/- per Equity Share (i.e.
200%) from the proceeds of the sale of 'Gagan' Trademark of the
Company, as compared to Rs. 4/- per Equity Share (i.e.40%) in the
previous year.
SALE OF GAGAN' TRADEMARK
During the year, the Company sold 'Gagan' Trademark, used in
hydrogenated vegetable oils and edible refined oils, by way of
transfer/assignment to M/s Bunge India Pvt. Ltd. ("Bunge") for a lump
sum consideration of Rs. 104.50 crores. The said 'Gagan' Trademark was
licensed to M/s Amrit Banaspati Company Ltd. ("ABCL") which decided to
exit the Edible Oils Business and sold the same to Bunge on slump sale
basis and as a going concern. The 'Gagan' Trademark, being an integral
part of the Edible Oils Business of ABCL, Bunge offered to purchase the
same. After due evaluation, the offer of Bunge was accepted by the
Company.
OPERATIONS
- During the year under review, the revenue from operations increased
to Rs. 5,410.76 lacs from Rs. 4,542.71 lacs in the previous year,
recording a growth of over 19%. The operating profit (EBIDTA) increased
by over 136.22% from Rs. 755.53 lacs to Rs. 1,784.72 lacs;
- The net profit after tax for the current year (after accounting for
exceptional items i.e. profit from sale of 'Gagan' Trademark and loss
from sale of long term investments) is Rs. 9,507.75 lacs as against Rs.
1,867.56 lacs in the previous year;
- The production of dairy milk & milk products during the year was
10,688 KL as against 9,435 KL in the previous year representing a
growth of 13.28%. Dairy mixes supplied to McDonald's recorded good
volume growth. McFlurry product launched by McDonald's has been getting
good consumer response as a result of which the volumes of soft serve
mix are increasing. Volumes also increased in fresh cream. The raw
milk prices, which had been rising continuously, came down in the
second half of the year. Consequently, there is improvement in the
operating margins of the dairy business;
- During the year, there was no major activity in the real estate
segment. Development of Gagan Enclave Extension project is now complete
and the sale of plots has commenced. There is good response from the
actual users as well as from small builders for the plots;
- In the Services segment, the Company provides business advisory and
BPO services to the Group companies. There is substantial improvement
in costing, MIS & budgeting framework and corporate governance &
compliance mechanism in the Group companies in line with the present
day business requirements.
The Management Discussion & Analysis Report on these businesses for the
year ended 31st March, 2012 also appears as a separate statement in the
Annual Report.
ASSOCIATE/JV COMPANIES
Amrit Digvijay Infra-Tech Pvt.Ltd.
M/s Amrit Digvijay Infra-Tech Pvt. Ltd., joint venture company, has
decided to abandon the housing project at Dehradun as the remaining
portion of the land could not be acquired. Efforts are being made to
sell the land already acquired.
Amrit Banaspati Company Ltd.
During the year, M/s Amrit Banaspati Company Ltd. ("ABCL") sold its
Edible Oils Business and the manufacturing facility at Rajpura, Distt.
Patiala (Punjab) to Bunge for a lump sum adjusted Consideration of Rs.
231.19 crores and has transferred all its movable and immovable assets,
liabilities, business contracts, employees and intellectual property
rights and secured and unsecured loans (excluding certain assets, loans
& advances and fixed deposits, which have been retained by the Company)
to Bunge on 10th February, 2012.
During the year, the revenue from operations of ABCL amounted to Rs.
1,04,281.12 lacs and operating profit (EBIDTA) of Rs. 1,894.07 lacs as
against Rs. 1,00,763.00 lacs and Rs. 4,055.19 lacs respectively during the
previous year.
FIXED DEPOSITS
As on 31st March, 2012, your Company had Fixed Deposits of Rs. 539.31
lacs (including interest accrued and due). There were no overdue
deposits as on 31st March, 2012 nor there was any failure in making
repayment of the fixed deposits on maturity and interest due thereon in
terms of the conditions of your Company's Fixed Deposits Scheme.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given in Annexure which forms part of this Report.
PERSONNEL
Employee relations continued to be cordial throughout the year in the
Company. The Directors express their appreciation for the contribution
made by the employees to the operations of the Company during the year.
The particulars of employees as per Section 217(2A) of the Companies
Act, 1956 are set out in the Annexure which forms part of this Report.
However, as per the provisions of Section 219(1 )(b)(iv) of the said
Act, the report and accounts are being sent to all the members of the
Company excluding the aforesaid information. This statement shall be
made available for inspection by any member during working hours for a
period of 21 days before the date of the Annual General Meeting. Any
member interested in obtaining such particulars may write to the
Company Secretary at the Registered Office of the Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Shri G. N. Mehra, Shri A. K.
Bajaj and Shri V. K. Bajaj retire by rotation and are eligible for
re-appointment.
AUDITORS
M/s V. Sahai Tripathi & Co., Chartered Accountants, Statutory Auditors,
retire at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors confirm:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit or loss of the company
for that period;
(iii) 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
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the listing agreement
with stock exchanges is annexed and forms part of the Annual Report.
ACKNOWLEDGEMENT
Your Directors convey their sincere thanks to the various agencies of
the Central Government, State Governments, banks and other concerned
agencies for all the help and cooperation extended to the Company. The
Directors also deeply acknowledge the trust and confidence the
shareholders and investors have placed in the Company. Your Directors
also record their appreciation for the dedicated services rendered by
the workers, staff and officers of the Company.
For and on behalf of the Board
(N.K. Bajaj)
Place: Noida Chairman &
Date : 25th May, 2012 Managing Director
Mar 31, 2011
To the Members,
The Directors have pleasure in presenting the 70th Annual Report on
the business and operations of the Company together with Audited
Statements of Accounts of your Company for the financial year ended
31st March, 2011.
FINANCIAL RESULTS
The summarized financial results of the Company for the financial year
2010-11 are given hereunder:
(Rs. in lacs)
2010-11 2009-10
Sales & other income 4,849.53 3,855.38
Operating Profit (EBIDTA) 733.29 522.85
Interest 106.02 107.37
Gross Profit (PBD) 627.27 415.48
Depreciation 107.14 119.78
Profit before tax (PBT) 520.13 295.70
Exceptional income (sale of long term
investment) 1,655.93 Provision for
- Current Tax-net (including Wealth Tax) 335.83 34.90
- Deferred Tax (14.70) 1.61
Net Profit 1,854.93 259.19
Adjustments
relating to previous years
- Depreciation written back (net of
Deferred (20.00) -
tax Charge) due to change in depreciation
policy
- Depreciation short charged earlier 7.37 (0.37)
Net profit after previous years'
adjustments 1,867.56 259.56
Balance brought forward from
previous year 980.24 995.62
Profit available for appropriation 2,847.80 1,255.18
Appropriations
Proposed dividend on equity shares @40% 128.53 64.27
Tax on dividend 20.85 10.67
Transfer to General Reserve 1,600.00 200.00
Balance carried to Balance Sheet 1,098.42 980.24
DIVIDEND
In view of substantially higher profitability for the year under
review, your Directors are pleased to recommend dividend @ Rs. 4.00 per
share (i.e.40%) on the Equity Shares of Rs.10/- each for the year ended
31st March, 2011, as compared to Rs.2.00 per share (i.e.20%) in the
previous year.
OPERATIONS
- During the year under review, the sales and other income of your
Company increased to Rs. 4,849.53 lacs from Rs. 3,855.38 lacs in the
previous year, recording a growth of over 25%. The operating profit
(EBIDTA) increased by over 40% from Rs. 522.85 lacs to Rs 733.29 lacs.
- Consequent to restructuring of shareholding amongst the promoters of
the Company, exceptional income of Rs.1,655.93 lacs has arisen during
the year under review on account of saie/transfer of long term
investment of 22,99,900 equity shares of Rs.10/- each of M/s ABC Paper
Ltd. to co-promoter by way of inter- se transfer between the promoters.
- The net profit after tax for the year (after prior period
adjustments) was Rs. 1,867.56 lacs as against Rs. 259.56 lacs in the
previous year.
- The production of dairy milk & milk products during the year was
9,435 KL as against 8,567 KL in the previous year representing a growth
of 10.13%. The sale of fresh cream and ice-cream mix recorded volume
growth of over 25%. The raw material prices have been continuously
rising due to increase in consumption faster than the production.
Though, the profitability of the Dairy Division is better than the last
year, the increase in raw material prices impacted volume growth as
well as profitability. The Dairy Division is now focused on
continuously leveraging the 'Gagan' brand and offering different value
added milk products to achieve higher profitability.
- The turnover in the real estate sector was negligible as the Gagan
Enclave Extension project could not be taken up during the year due to
non-receipt of regulatory approvals. However, necessary approvals have
now been obtained and the development work is in progress at the
project. The sale of plots is expected to commence in the second
quarter of the current year.
- In the services segment, the Company provides Business Advisory and
BPO services to the group companies. It is endeavoured to improve the
costing, MIS & budgetary framework and corporate governance &
compliance mechanism in group companies in line with the present day
business requirements.
The Management Discussion & Analysis Report on these businesses for the
year ended 31st March, 2011 also appears as a separate statement in the
Annual Report.
ASSOCIATE/JV COMPANIES
Amrit Digvijay Infra-Tech Pvt.Ltd.
M/s Amrit Digvijay Infra-Tech Pvt.Ltd., joint venture company, has
decided to abandon the housing project at Dehradun as the remaining
portion of the land could not be acquired. Efforts are being made to
sell the land already acquired.
Amrit Banaspati Co. Ltd.
During the year, Amrit Banaspati Company Ltd. posted gross turnover of
Rs. 1,00,997.59 lacs and EBIDTA of Rs. 4,055.19 lacs as against Rs.
80,778.62 lacs and Rs. 1,944.20 lacs during the previous year. There
has been substantial improvement in the profitability of ABCL primarily
by economizing and rationalization of costs and better sales
realization from the value added branded & specialty products.
ABC Paper Ltd.
During the year, the Company has sold/transferred its entire long term
investment of 22,99,900 equity shares of Rs.10/- each of ABC Paper Ltd.
to co-promoters by way of inter-se transfer between the promoters
consequent to restructuring of shareholding amongst the promoters of
the Company. This has led to a gain of Rs.1,655.93 lacs which has been
shown under the head 'Exceptional Income'. Consequent to divestment of
this investment, ABC Paper Ltd. has ceased to be the associate /related
company.
FIXED DEPOSITS
As on 31st March, 2011, your Company had fixed deposits of Rs. 692.67
lacs (including interest accrued and due). There were no overdue
deposits as on 31s' March, 2011 nor there was any failure in making
repayment of the fixed deposits on maturity and interest due thereon in
terms of the conditions of your Company's Fixed Deposits Scheme.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given in Annexure which forms part of this Report.
PERSONNEL
Employee relations continued to be cordial throughout the year in the
Company. The Directors express their appreciation for the contribution
made by the employees to the operations of the Company during the year.
There is no employee in the Company whose particulars are required to
be given under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975
DIRECTORS
Your Directors express sorrow and grief on the demise of Shri Romesh
Lai, Director, who passed away on 8th February, 2011 after protracted
illness. The Board has placed on record its appreciation of the
valuable services rendered by Shri Romesh Lai during his tenure as
Director of the Company. Shri Kamal Budhiraja, a lawyer by profession,
has been appointed by the Board as Director in the category of
independent director on 27th April, 2011 in the casual vacancy caused
by the demise of Shri Romesh Lai. Shri Budhiraja shall hold office
upto the date upto which Shri Romesh Lai would have held the office
i.e. upto the date of 72nd Annual General Meeting of the Company.
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Shri K.R.Ramamoorthy, Shri
Praveen Kumar and Shri Mohit Satyanand retire by rotation and are
eligible for re-appointment.
AUDITORS
M/s V.Sahai Tripathi & Co., Chartered Accountants, Statutory Auditors,
retire at the forthcoming Annual, General Meeting and being eligible,
offer themselves for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956, your
Directors confirm:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit or loss of the Company
for that period;
(iii) 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
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Annual Accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the listing agreement
with stock exchanges is annexed and forms part of the Annual Report.
GROUP
Pursuant to an intimation from the Promoters, the names of the
promoters and entities comprising 'Group' as defined under the
Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are
disclosed in the Annual Report for the purpose of Regulation 3(1 )(e)
of the SEBI (substantial Acquisition of Shares and Takeovers)
Regulations, 1997.
ACKNOWLEDGEMENT
Your Directors convey their sincere thanks to the various agencies of
the Central Government, State Governments, Banks and other concerned
agencies for all the help and cooperation extended to the Company. The
Directors also deeply acknowledge the trust and confidence the
shareholders and investors have placed in the Company. Your Directors
also record their appreciation for the dedicated services rendered by
the workers, staff and officers of the Company.
For and on behalf of the Board
Noida N.K. BAJAJ
July 16,2011 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 69th Annual Report on
the business and operations of the Company together with Audited
Statement of Accounts of your Company for the financial year ended
31st March, 2010.
FINANCIAL RESULTS
The summarized financial results of the Company for the year 2009-10
are given hereunder:
(Rs. in lacs)
2009-10 2008-09
Sales & other income 3,855.38 3,583.75
Operating Profit (EBIDTA) 522.85 624.01
Interest 107.37 88.66
Gross Profit (PBD) 415.48 535.35
Depreciation 119.78 123.06
Profit before tax (PBT) 295.70 412.29
Provision for
- Current Tax (including wealth tax) 34.90 35.78
- FBT - 8.69
- Deferred Tax 1.61 6.40
Net Profit 259.19 361.42
Adjustments relating
to previous years
- Tax adjustment - 83.48
- Depreciation written back (0.37) (0.01)
Net profit after previous
years adjustments 259.56 277.95
Balance brought forward from previous
year 995.62 1,192.86
Profit available for appropriation 1,255.18 1,470.81
Appropriations -
Proposed dividend on equity shares 64.27 64.27
Tax on dividend 10.67 10.92
Transfer to General Reserve 200.00 400.00
Balance carried to Balance Sheet 980.24 995.62
DIVIDEND
Your Directors are pleased to recommend dividend @ Rs. 2.00 per share
(i.e.20%) on the Equity Shares of Rs.10/- each for the year ended 31st
March, 2010, same as in the previous year.
OPERATIONS
During the year under review, the sales and other
income of your Company increased to Rs. 3,855.38 lacs from Rs.
3,583.75 lacs in the previous year, recording a growth of over 7%. The
operating profit (EBIDTA), however, decreased by 16.21% from Rs. 624.01
lacs to Rs 522.85 lacs. The net profit after tax for the current year
(after prior period adjustments) is Rs. 259.56 lacs as against
Rs.277.95 lacs in the previous year. The main reasons for the low
profitability is real estate segment where there were no operations
during the year;
The production of dairy milk & milk products during the year was 8,567
KL as against 7,606 KL in the previous year representing a growth of
12.63%. Fresh Cream and Ice-Cream Mix launched last year posted good
growth. The increase in raw material prices and other inputs costs led
to frequent price revisions which, consequently, impacted growth. The
profitability of the Dairy Division was impacted as increase in the
inputs prices was very sharp and the gap could not be fully bridged
by increase in product prices. The Dairy Division is laying special
thrust on organized retail and institutional clients, like McDonalds,
Mother Dairy, Coffee Chains etc. to achieve growth. Significant growth
is also expected in new products, i.e. ice-cream mix and fresh cream,
launched last year by opening upcountry markets.
. The turnover in the real estate sector is negligible
as the sale of Gagan Enclave Extension project could not be taken up
due to non-receipt of regulatory approvals. The implementation of this
project will be taken-up in the current year which will give boost to
the profitability of this Division.
. In the services segment, there was improvement
in the operating profit due to higher other income on account of
increased royalty from corporate logo. Corporate Governance &
compliance mechanism in the group companies is being strengthened and
re-oriented in line with the present day business requirements.
The Management Discussion & Analysis Report on these businesses for the
year ended 31st March, 2010 also appears as a separate statement in the
Annual Report.
JOINT-VENTURE
There has been no progress in the housing project at Dehradun being
implemented by the joint venture company, M/s Amrit Digvijay Infra-Tech
Pvt.Ltd., as
the remaining portion of the land could not be acquired. Efforts are
being made to sell the land already acquired and apply the proceeds in
another project.
ASSOCIATE COMPANIES
(i) Amrit Banaspati Co. Ltd. (ABCL)
During the year, Amrit Banaspati posted gross turnover of Rs. 80,778.62
lacs and EBIDTA of Rs. 1,994.20 lacs as against Rs. 80,806.64 lacs and
Rs. 1,294.38 lacs during the previous year. ABCL is focusing on
expansion of its product portfolio by offering innovative value added
branded products thereby scaling-up the operations and economizing on
costs with a view to improve margins.
(ii) ABC Paper Ltd. (APL)
The gross turnover during the year under review was Rs. 22,048.61 lacs
and EBIDTA of Rs.3,851.93 lacs as against Rs. 20,917.92 lacs and Rs.
3,935.10 lacs respectively in the previous year. ABC Paper has
completed Mill Expansion Plan and the increase in volumes is the direct
result of this initiative. Your Company is divesting its investment in
APL and will apply the proceeds for expansion of the existing
operations of the company.
FIXED DEPOSITS
As on 31st March, 2010, your Company had Fixed Deposits of Rs. 623.91
lacs (including interest accrued and due). There were no overdue
deposits as on 31st March, 2010 nor there was any failure in making
repayment of the fixed deposits on maturity and interest due thereon in
terms of the conditions of your Companys Fixed Deposits Scheme.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earning & outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given in Annexure which forms part of this Report.
PERSONNEL
Cordial employee relations were maintained throughout the year in the
Company. The Directors express their appreciation for the contribution
made by the employees to the operations of the Company during the year.
The particulars of employees as per Section 217(2A) of the Companies
Act, 1956 are set out in the Annexure which forms part of this Report.
However, as per the provisions of Section 219(1)(b)(iv) of the said
Act, the report and accounts are being sent to all the members of the
Company excluding the aforesaid information. This statement shall be
made available for inspection by any member during working hours for a
period of 21 days before the date of the Annual General Meeting. Any
member interested in obtaining such particulars may write to the
Company Secretary at the Registered Office of the Company and will be
provided with a copy of the same.
DIRECTORS
Shri J.K.Khaitan and Shri Pavan Khaitan resigned as Directors w.e.f.
July 16, 2010 consequent to restructuring of shareholding amongst the
promoters of the Company. The Board placed on record its appreciation
for the valuable services rendered by Shri J.K. Khaitan and Shri Pavan
Khaitan during their tenure as Directors of the Company.
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Shri GN.Mehra, Shri Romesh Lai
and Shri A.K.Bajaj retire by rotation and are eligible for
re-appointment.
AUDITORS
M/s V.Sahai Tripathi & Co., Chartered Accountants, Statutory Auditors,
retire at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956, your
Directors confirm:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit or loss of the company
for that period;
(iii) 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
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the listing agreement
with stock exchanges is annexed and forms part of the Annual Report.
ACKNOWLEDGEMENT
Your Directors convey their sincere thanks to the various agencies of
the Central Government, State Governments, Banks and other concerned
agencies for all the help and cooperation extended to the Company. The
Directors also deeply acknowledge the trust and confidence the
shareholders and investors have placed in the Company. Your Directors
also record their appreciation for the dedicated services rendered by
the workers, staff and officers of the Company.
For and on behalf of the Board
Noida N.K. BAJAJ
July 24, 2010 Chairman & Managing Director
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