Mar 31, 2014
Dear Members,
The Directors are pleased to submit herewith their report together
with the audited statement of accounts for the 20th financial year
ended 31st March, 2014.
[Amount in Rs.]
PARTICULARS 2013-14 2012-13
Income from Operation NIL NIL
Total Income 9893 251925
Total Expenditure 7230328 605250
Profit/ (loss) before tax and dep. (7220435) (353325)
Provision for depreciation NIL NIL
Differed Tax (63441) (14688)
Net Profit / (Loss) after tax for the year (7156994) (338637)
Add : Balance B/F from previous year (43812241) (43473604)
Less: Earlier Year MAT Reversal NIL NIL
Profit available for appropriation NIL NIL
Balance carried to next year (50969235) (43812241)
Earnings Per Share. (0.70) (0.03)
DIVIDEND :
Due to the business needs of funds in future the directors do not
recommend payment of any dividend for the financial year.
UNPAID / UNCLAIMED DIVIDEND :
The Company does not have any outstanding unpaid/unclaimed dividend
which is required to be transferred to the Investors Education and
Protection funds as per the provision of Section 205C of the Companies
Act 1956.The Company does not have any outstanding liability on account
of Interest and Principal on Deposits, Debentures or Share Application
Money.
SHARE CAPITAL STRUCTURE :
During the year under review there were no changes in the Authorized,
Issued, Subscribed and Paid up Share Capital Structure of the Company.
BUY BACK OF EQUITY SHARES :
The Company had not made any Buy Back of its paid up equity shares
during the year in terms of section 77A, 77AA and 77B of the Companies
Act 1956. Hence no specific disclosure is required to be made in this
report
YEAR UNDER REVIEW :
During the year under review the Company has earned total loss of
Rs.7220435/- (Previous Year of Rs.353325) from business. After differed
tax the company has earned a net loss of Rs. 7156994 /- (Previous of
Rs.338637).
DEMATERIALISATION OF SECURITIES :
Your CompanyÂs Equity shares are admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The
Company has signed tripartite Agreement through Registrar and Share
Transfer Agent System Support Service. The Investors are advised to
take advantage of timely dematerialization of their securities. The
ISIN allotted to your Company is INE 248C01013.Total Share
dematerialized up to 31st March 2014 were 7258702 which constitute
70.63% of total capital. Your Directors request all the shareholders to
dematerialize their shareholding in the company as early as possible.
COMPLIANCE WITH THE STOCK EXCHANGE LISTING AGREEMENT :
Your company is regular in making timely compliance of all the
applicable clauses of the Listing Agreement from time to time whether
it is event based compliance or time bound compliance of monthly,
quarterly, half yearly or yearly compliances. Your Company has already
paid Annual Listing fees of the Bombay stock exchange Limited for and
up to the financial year 2014-15. The same is pending for Ahmedabad
Stock Exchange. The Trading in equity shares of the Company is active
on the Bombay Stock Exchange Limited and the same is not suspended for
penal reasons by BSE during the year. The Trading platform of the
Ahmedabad Stock Exchange Limited has been suspended/ cancelled by SEBI
hence, no trading is recorded. The highest, lowest, average prices
recorded on the Bombay Stock Exchange on every month of the financial
year 2013-14 including the volume in shares traded is separately given
in other information para of Corporate Governance report attached here
to. During the year your company has neither issued any shares or stock
options or ESOPs or other employee benefits.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :
The Complete Report on Corporate Governance is given as ANNEXURE-A to
this report.
MANAGEMENT''S DISCUSSION AND ANALYSIS :
Management''s discussion and perceptions on existing business, future
outlook of the industry, future expansion and diversification plans of
the Company and future course of action for the development of the
Company are fully explained in a separate para in Corporate Governance
Report.
DEPOSITS :
During the year under review your company has neither invited nor
accepted any public deposit as defined under Section 58A of the
Companies Act-1956.
DIRECTORS :
Mr. Kishorkumar P Bhatt and Mr. Alpesh Kiritbhai Patel shall retire by
rotation at the ensuing Annual General Meeting as per provisions of
Law. They are eligible for reappointment and have offered themselves
for directorship of the company. Your directors recommend for their
reappointment.
MANAGING DIRECTOR :
Mr. Dhiren K Thakkr is a Managing Director of the Company. His term as
a Managing Director of the Company expires on 30th September, 2014. He
has decided to leave the chair as a Managing Director. Mr. Kishorkumar
P Bhatt, the Director of the Company is eligible for appointment as
Managing Director for a period of 3 years. The Remuneration Committee
and the Board of Directors of the Company has approved his appointment
as Managing Director for a period of 3 years w.e.f. 1st October 2014
without any managerial remuneration. An Ordinary Resolution is required
to be passed for approval of his reappointment for the next 3 years.
The directors recommend passing necessary resolution as mentioned in
the notice for the Annual General Meeting.
DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULE, 2014 :
i) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year:
Total Remuneration expenses Rs. 78,000/-
Managerial Remuneration Expenses Rs. Nil/-
Other employees Remuneration Rs 78,000/-
ii) The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secreaty or
Manager, if any in the financial year:
No remuneration is increased during the year for any of the Key
Managerial Personnel, CFO, CEO, CS or Manager.
iii) The percentage increase in the median remuneration of employees in
the financial year
During the year there was no increase in remuneration of any employees
during the financial year.
iv) The number of permanent employees on the rolls of company; 2 (Two)
v) The explanation on the relationship between average increase in
remuneration and company performance; NOT APPLICABLE as there was no
increase in remuneration of any employee during the year.
vi) Comparison of the remuneration of the Key managerial personnel
against the performance of the company; The KMP i.e. Managing Director
is not paid any managerial Remuneration. Hence, his remuneration is not
comparable inter company, intra company or inter industry as a whole.
vii) Variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the company in comparison to the
rate at which the company came out with the last public offer in case
of listed companies, and in case of unlisted companies, the variations
in the net worth of the company as at the close of the current
financial year and previous financial year;
Closing Market Price of shares of Company as on 31/03/2013 Rs.4.00/-
Closing Market Price of shares of Company as on 31/03/2014 Rs.7.05/-
Earning Per share for the financial year ended on Rs.(0.03)/-
31/03/2013
Earning per share for the financial year ended on 31/03/2014 Rs.(0.07)/-
As the Company EPS is very minimal, the PE Ratio is Minimum.
viii) Average percentile increase made in the salaries of employees
other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration; NOT
APPLICABLE as there was no increase in Remuneration of any employees of
the company or the Managerial Personnel of the Company.
ix) Comparison of the each remuneration of the key managerial personnel
against the performance of the company : Not Comparable.
x) The key parameters for any variable component of remuneration
availed by the directors : Not Applicable
xi) The ratio of the remuneration of the highest paid director to the
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year; and No employee is
receiving remuneration in excess or higher than the remuneration of
Director or Key Managerial Personnel.
xii) Affirmation that the remuneration is as per the remuneration
policy of the company.
All remuneration of the Employees and directors are decided by
Nomination & Remuneration Committee and by the Board of Directors
within the organization.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to the provision contained in Section 134(5) of the Companies
Act 2013 (Corresponding Section 217(2AA)
of the Companies Act, 1956), the Directors of your Company confirm that
in respect of the financial year 2013- 14:
A. That in the preparation of the annual accounts, as far as possible
and except the Accounting Standards which are mentioned by the Auditors
in their Report and the Notes to the Accounts separately, the
applicable accounting standards has been followed and no material
departure has been made from the same;
B. That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affair of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
C. That they 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 for preventing and
detecting fraud and other irregularities;
D. That they have prepared the annual accounts on a going concern
basis.
E. The Directors, in the case of Listed Company, had laid down internal
financial controls to be followed by the company and that such internal
financial controls are adequate and were operative effectively.
F. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of
section 149(6) OF the Companies
Act 2013) :
All the Independent Directors of the Company do hereby declare that
w.e.f. 1st April, 2014 and for the financial
year 2014-15,
(1) All the Independent Directors of the Company are neither Managing
Director, nor a Whole Time Director nor a Manager or a Nominee
Director.
(2) All the Independent Directors in the opinion of the Board, are
persons of integrity and possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or
subsidiary or associate company.
(4) Who are or were not related to promoters or directors in the
company, its holding, subsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company, its
holding, subsidiary or associate company or their promoters or
directors, during the two immediately preceding financial years or
during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary, or associate
company, or their promoters, or directors, amounting to two per cent or
more of its gross turnover or total income or fifty lakhs rupees or
such higher amount as may be prescribed, whichever is lower, during the
two immediately preceding financial years or during the current
financial year,
(7) Who neither himself, nor any of his relatives,
(a) Holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of three financial years immediately preceding
the financial year in which ihe is proposed to be appointed.
(b) Is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial years in
which he is proposed to be appointed of
(i) A firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; OR
(ii) Any legal or a consulting firm that has or had any transaction
with the company, its holding, subsidiary or associate company
amounting to ten per cent, or more of the gross turnover of such firm;
(iii) Holds together with his relatives two per cent, or more of the
total voting power of the company; OR
(iv) Is a Chief Executive or director, by whatever name called, or any
non-profit organization that receives twenty five per cent or more of
its receipts from the Company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
STATUTORY AUDITORS :
M/s Nimesh M Shah & Co., Present Statutory Auditors of the company have
given their letter of consent and confirmation under section 141(1) the
Companies Act 1956 for reappointment as Statutory Auditors of the
Company. The Board has now proposed to appoint the Statutory Auditors
for a period 1 year as per requirements of section 139 (1) of the
Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014.
Necessary Resolution for their appointment as the Statutory Auditors
and fixing their remuneration is proposed to be passed at the Annual
General Meeting.
INTERNAL AUDITORS :
The company is in process of appointing an independent Chartered
Accountant to act as an Internal Auditor as per suggestion of auditors
in order to strengthen the internal control system for the Company.
However, as in the company during the previous financial year, there
was no much financial transactions or trading business activities,
looking to the size of the company and its business operations and
transactions, the matter is being discussed with the statutory auditors
on making of compliance with this requirements.
AUDITORS OBSERVATION :
There are no specific observations made by the Auditors in their
report. However notes to the Accounts itself are Satisfactory and self
explanatory in the nature.
a) NON PROVISIONAL OF BAD AND BOUBTFUL DEBTS :-
Company has doubtful trade receivable more than six months of Rs.
21855685/- and long term loans and advances of Rs. 49820583/- shall
resulting in to increasing loss for the year and over statement of
debtors and loans and advances to the extent of above amount. The
Company is in process f recovering the dues from their Debtors who were
in financial troubles during their bad faces. The Company is doing the
business and is hopeful of recovery from such other debtors from its
past dues as per the normal business practices.
b) NON PROVISION FOR PARMANENT DIMINUTION IN MARKET VALUE OF QUOTED
INVESTMENT:-
This reduction in value is due to market price reduction in listed
companyÂs share. These values continue to fluctuate frequently with
the rise and fall of the capital market. The company will account for
the long Capital Gains and Losses upon liquidation of investment as per
the income tax Act. The management has not made provision for
diminution in value of investment. Provision for permanent diminishing
value of investment in unquoted investment has not been made in absence
of intrinsic value of unquoted investments hence could not be written
off.
c) NON RECEIPT OF CONFIRMATION OF ACCOUNT
The company has the practice of receiving confirmation from parties for
sundry creditors, debtors, loan, advances and unsecured creditors if
any from their respective accounts. Certain confirmations for sundry
debtors, creditors, loans and advances are pending for such receipt.
The company has send reminders to the concerned parties and will
receive the same in due course of time. The company has not made
settlement of accounts through journal entry or indirect payment.
d) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES :-
These loans and advances were granted to number of parties as interest
free. The Company has granted interest free loans and advance of Rs.
12996405/- number of parties prejudicial to the interest of the
company. The company has been in process of their recovery through
legal process. The company is also trading business with some of the
parties and through this system also the company will endeavor to
recover such advances or treat the same as advance payments for
procurement of goods and materials.
OTHER OBSERVATIONS :
Other observations made by the auditors are self explanatory in nature
and does not required further clarification.
FORMATION OF AUDIT COMMITTEE IN COMPLIANCE TO SECTION 292 A OF THE
COMPANIES ACT, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE
GOVERNANCE :
In Compliance with the provisions of Section 292A of the Companies Act
1956 your company has formed an Audit Committee within the Organization
consisting of 3 independent directors. An Internal Auditors have been
appointed as Advisors in their professional capacity on this committee.
The area of operations and functional responsibilities assigned to the
committee are as per the guidelines provided in Clause 49 of the
Listing Agreement for implementation of code of corporate governance.
The Committee meets at least once in a quarter and gives its report of
each meeting to the Board for its approval, record and information
purposes. The detail of powers, responsibilities and system of
functioning of this committee is given in report on Corporate
Governance forming part of this report.
EMPLOYEES :
There are no employees of the company who were in receipt of the
remuneration of Rs.60,00,000/- annually in the Aggregate if employed
for the year and in receipt of the Monthly remuneration of Rs.
5,00,000/- in the aggregate if employed for a part of the year under
review. Hence the information required under Section 217 (2A) of the
Companies Act, 1956 being not applicable and hence not given in this
report.
STATUTORY INFORMATION :
The Information required to be disclosed in the report of the Board of
Directors as per the provisions of Section 217 (1) (e) of the Companies
Act-1956 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy,
technology absorption, foreign exchange earnings and outgo are not
applicable to the company hence are not given herewith. There were no
foreign Exchange earnings or outgo during the year.
MATERIAL CHANGES :
Except the information given in this report, no material changes have
taken place after completion of the financial year up to the date of
this report which may have substantial effect on business and finances
of the company.
APPRECIATION :
Your Directors take this opportunity to acknowledge the trust reposed
in your company by its Shareholders, Bankers and clients. Your
Directors also keenly appreciate the dedication & commitment of all our
employees, without which the continuing progress of the company would
not have been possible.
PLACE : AHMEDABAD ON BEHALF OF THE BOARD OF DIRECTORS
DATE : 2nd AUGUST 2014 OF DHARTI PROTEINS LIMITED
(DHIREN K THAKKAR)
CHAIRMAN & MANAGING DIRECTOR
(DIN : 00610001)
Mar 31, 2013
To, The Members of DHARTI PROTEINS LIMITED
Ahmedabad.
Dear Shareholders,
The Directors are pleased to present the 19th Annual Report together
with Audited Financial Accounts for the year ended 31st March, 2013:
FINANCIAL RESULTS :
During the year, the company has earned income of Rs 266613/-. The
Company has during the year incurred administrative expenditure of Rs.
605250/- (Previous year was of Rs. 2554903/-). After making provision
for depreciation of Rs. 1161 (Previous year was of Rs. 2405/-), the
company incurred a loss of Rs. 338636.00 (Previous year loss of Rs.
679031/-).After making necessary adjustments for prior period expenses
and exceptional and extra ordinary items and taxes, a Net Loss of Rs.
338636/- (Previous year of Rs. 3192977 /-) is carried to Balance sheet.
DIVIDEND :
In the view of carried forward losses, your directors do not recommend
any dividend for the year under review. TRANSFER OF UNPAID/ UNCLAIMED
DIVIDEND OR OTHER DUES :
The Company does not have any amount lying with it as Unpaid/ Unclaimed
Dividend which is required to be transferred to the General Revenue
Account of Government of India as per provisions of Section 205C of the
Act. The Company does not have any outstanding liabilities on account
of Interest or Principal of matured / accrued and unpaid/ unclaimed
amount of Deposits, Debentures or other such amounts.
CAPITAL STRUCTURE :
There was no change in the Authorized, issued, subscribed or paid up
share capital of the company during the year under review.
BUY BACK OF SHARES :
The Company has not made any Buy back of its equity shares during the
year as per provisions of section 77, 77A or other provisions of the
Act. The board further report that no such liabilities on account of
buy back of shares if any declared in the past are outstanding.
DEMATERIALIZATION OF SHARES :
The ISIN allotted to the company is INE248C01013. The Company''s
shares are available for dematerialization with both the depositories
ie. NSDL and CDSL. The directors recommend to dematerialize the
shareholding by every shareholders as the trading in shares on stock
exchange is compulsorily required to be done in demat mode only.
SEGMENTWISE REPORTING AS-17 :
The company is operating only in one segment of manufacturing and
selling distributing of the edible and non edible oil, castor oil and
sale castor oil and it''s by product De-oiled Cakes. Hence no separate
Segment wise Accounting is required and given herewith.
RELATED PARTY TRANSACTION AS - 18 :
The company has granted interest free loan to 5 companies, 2 firm. In
respect to of the said loan, the maximum amount outstanding at any time
during the year is Rs. 179.36 Lacs and year end balances are is Rs.
132.70 Lacs. The Company has also taken unsecured loan of Rs. 36.47
Lacs from other parties. However proper disclosure has been made in the
notes to the Accounts Schedules.
INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR
NO.SMDRP/CIR-14/98 DATED APRIL 29TH, 1998 :
The company''s shares are at present Listed on Ahmedabad and Mumbai
Stock Exchanges. The company has duly paid the annual listing fees up
to the including the year 2012-2013 i.e. up to 31.03.2013 for the stock
exchange of Mumbai. The company is not paying the annual listing fees
for the Ahmedabad Stock Exchange due to NO trading facilities available
on the said stock exchange, Due to financial losses; the company has
not made provision of fees payable to stock exchange, Ahmedabad. The
company''s trading is suspended on the stock exchange, Mumbai.
The company is regular in submitting all quarterly and other
compliances as per listing agreement. The company''s shares are
currently being traded on the Bombay Stock Exchange.
CORPORATE GOVERNANCE :
Report on Corporate Governance and management discussion and analysis
as required vide Clause-49 of the Listing Agreement along with
Management Discussion and Analyses report, Auditors Certificate are
annexed to this report.
DEPOSITS :
The company has accepted Deposit from the public in violation of
section 58A and 58AA of the Companies Act 1956 and Companies
(Acceptance of deposits) Rule 1975 with regard to acceptance and
payment of deposits from public.
DIRECTORS :
Mr. Vinodchandra Pandya retires by rotation at the ensuing Annual
General meeting.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the provisions of Section - 217(AA) of the Companies Act,
1956, your Directors declare that:
i) In preparation of the annual accounts, as far as possible and except
to the extent if any accounting standards mentioned by the auditors in
their report as not complied with, all other applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are responsible
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 after the profit or
loss of the company for that period;
iii) The Directors have taken proper and sufficient care for the
maintenance of the 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) The Directors had prepared the annual accounts on a going concern
basis.
PARTICULARS AS REQUIRED UNDER SECTION 217(1)(E) :
a) Conservation of Energy: -NIL- (As the company is not in operations
throughout the year)
b) Technology Absorption: In the view of the business activity, the
question of technology absorption does not arise.
c) There are no foreign exchange earnings and outgo during the year.
PARTICULARS OF EMPLOYEES :
There are no employees in the company drawing salary/ remuneration in
excess of the limits specified in the rules, hence, the statement as
required under Section - 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 has not been
furnished.
APPOINTMENT OF INTERNAL AUDITOR :
The company is in process of appointing an independent Chartered
Accountant to act as an Internal Auditors as per suggestion of auditors
in order to strengthen the internal control system for the company.
AUDITORS OBSERVATION :
The notes to the Accounts of the company are self explanatory. However
the explanation and clarification from the board of Directors on the
specific observation made by the Auditors in their report are as under:
(1) NON PROVISIONAL OF BAD AND DOUBTFUL DEBTS :
The company has outstanding Debtors for more than six months of Rs.
2,18,55,685/- and long term loans and advances of Rs. 50156083/- shall
resulting in to increasing loss for the year and over statement of
debtors and loans and advances to the extent of above amount. The
Company is in process of recovering the dues from its Debtors who were
in financial troubles during their bad faces. The company is doing the
business and is hopeful of recovery from such other debtors from its
past dues as per the normal business practices.
(2) NON PROVISIONAL FOR PEMANENT DIMINUTION IN MARKET VALUE OF QUOTED
INVESMENT :
Investment is held Long term investment. This reduction in value is due
to market price reduction in listed company''s share. These values
continue to fluctuate frequently with the rise and fall of the capital
market.
The company will account for the long Capital Gains or Losses upon
liquidation of investment as per the income tax act. The management has
not made provision for diminution in value of investment. Provision for
permanent diminishing value of investment in unquoted investment has
not been made in absence of intrinsic value of unquoted investments
hence could not be written off.
(3) NON RECEIPT OF CONFIRMATION OF ACCOUNT :
The company has the practice of receiving confirmation from parties for
sundry creditors, debtors, loan, advances and unsecured creditors if
any from their respective accounts. Certain confirmations for sundry
debtors, creditors, loans and advances are pending for such receipt.
The company has send reminders to the concerned parties and will
receive the same in due course of time. The company has not made
settlement of accounts through journal entry or indirect payment.
(4) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES :
These loans and advances were granted to number of parties as interest
free. The company has been in process of their recovery through legal
process. The company is also trading business with some of the parties
and through this system also the company will endeavor to recover such
advances or treat the same as advance payments for procurement of goods
and materials.
OTHER OBSERVATION :
Company has not followed AS-13 for permanent reduction in value of long
term investments. Other observations made by the auditors are self
explanatory in nature and does not required further clarification.
FORMULATION OF AUDIT COMMITTEE IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 292A OF THE COMPANIES ACT 1956.
The company has formed an audit committee within the organization under
the Chairmanship of Mr. Vinodchandra Pandya an independent director.
The committee consists of 3 independent directors who are not in any
way related or interested with the promoters or the management. The
company has also appointed professionals as advisors in this committee.
The terms and reference of scope of work for the committee is as per
clause 45 of listing agreement on code for corporate governance.
Further details are given in complete report of corporate governance in
Annexure-A to this report.
STATUTORY INFORMATION :
The statutory information relating to the conservation of Energy,
technology Absorption, Adaption, Research & Development, Foreign
Exchange Earning and outgo required to be as per the provision section
2l7(1)(e) of the companies act-1956 and the companies (Disclosure of
particulars in the report of Board of directors) Rules 1988 are not
applicable to the company hence not given here with.
MATERIAL CHANGES :
No material changes have taken place since the closure of the financial
accounts up to the date of this report which may substantially affect
the financial performance or the state of affairs of the company.
ACKNOWLEDGEMENT :
Your directors take on record and acknowledge the devotion made and
hard work put by its advisors, consultants, bankers, various government
authorities, stock exchanges, professionals and all other persons,
institutions associated with the company at all levels.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Date : 2nd September, 2013 DHIREN K. THAKKAR
Place : Ahmadabad CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2012
To, The Members of DHARTI PROTEINS LIMITED Ahmedabad
Dear Shareholders,
The Directors are pleased to present the 18th Annual Report together
with Audited Financial Accounts for the year ended 31st March, 2012 :
FINANCIAL RESULTS :
During the year, the company has earned operational income of Rs.
17,91,400. The Company has also earned other income by way of interest
Rs. 84,472. The Company has during the year incurred administrative
expenditure of Rs. 5,04,633/- (Previous year was of Rs. 4,85,318/-).
After making provision for depreciation of Rs. 2,405 (Previous year was
of Rs. 4,152/-), the company incurred a net loss of Rs. 31,92,977/-
(Previous year loss of Rs. 2,86,780/-). After making necessary
adjustments for prior period expenses and exceptional and extra
ordinary items and taxes, a Net Loss of Rs. 31,92,977/- (Previous year
of Rs. 2,86,780/-) is carried to Balance sheet.
DIVIDEND :
In the view of carried forward losses, your directors do not recommend
any dividend for the year under review. TRANSFER OF UNPAID/ UNCLAIMED
DIVIDEND OR OTHER DUES :
The Company does not have any amount lying with it as Unpaid/ Unclaimed
Dividend which is required to be transferred to the General Revenue
Account of Government of India as per provisions of Section 205C of the
Act. The Company does not have any outstanding liabilities on account
of Interest or Principal of matured / accrued and unpaid/ unclaimed
amount of Deposits, Debentures or other such amounts.
CAPITAL STRUCTURE :
There was no change in the Authorized, issued, subscribed or paid up
share capital of the company during the year under review
BUY BACK OF SHARES :
The Company has not made any Buy back of its equity shares during the
year as per provisions of section 77, 77A or other provisions of the
Act. The board further report that no such liabilities on account of
buy back of shares if any declared in the past are outstanding.
DEMATERIALIZATION OF SHARES :
67.37 % of the Company's Equity Share Capital is dematerialized as on
31st March, 2012, by the members of the Company through CDSL and NSDL.
The ISIN allotted to your company is INE248C01013. Your Company's
shares are now available for dematerialization with both the
depositories. Your directors recommend to dematerialize the
shareholding by every shareholders as the trading in shares on stock
exchange is compulsorily required to be done in demat mode only.
SEGMENTWISE REPORTING AS-17 :
The company is operating only in one segment of manufacturing and
selling distributing of the edible and non edible oil, castor oil and
sale castor oil and it's by product De-oiled Cakes. Hence no separate
Segment wise Accounting is required and given herewith.
RELATED PARTY TRANSACTION AS - 18 :
The company has granted interest free loan to 4 companies, 1 firm. In
respect to of the said loan, the maximum amount outstanding at any time
during the year is Rs. 173.35 Lacs and year end balances are is Rs.
134.94 Lacs. The Company has also taken unsecured loan of Rs. 5.86 Lacs
from other parties. However proper disclosure has been made in the
notes to the Accounts Schedules.
INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR
NO.SMDRP/CIR-14/98 DATED APRIL 29TH, 1998 :
The company's shares are at present Listed on Ahmedabad and Mumbai
Stock Exchanges. The company has duly paid the annual listing fees up
to the including the year 2011-2012 i.e. up to 31.03.2012 for the stock
exchange of Mumbai. The company is not paying the annual listing fees
for the Ahmedabad Stock Exchange due to NO trading facilities available
on the said stock exchange, Due to financial losses; the company has
not made provision of fees payable to stock exchange, Ahmedabad. The
company's trading is suspended on the stock exchange, Mumbai. The
company is regular in submitting all quarterly and other compliances as
per listing agreement. The company's shares are currently being
traded on the Bombay Stock Exchange.
CORPORATE GOVERNANCE :
Report on Corporate Governance and management discussion and analysis
as required vide Clause-49 of the Listing Agreement along with
Management Discussion and Analyses report, Auditors Certificate are
annexed to this report.
DEPOSITS :
The company has accepted Deposit from the public in violation of
section 58A and 58AA of the Companies Act 1956 and Companies
(Acceptance of deposits) Rule 1975 with regard to acceptance and
payment of deposits from public.
DIRECTORS :
Mr. Vinodchandra Pandya retires by rotation at the ensuing Annual
General meeting. Your directors recommend to appoint him by passing
requisite resolutions as proposed in the Notice. Mr. Alpesh K. Patel,
Mr. Rao Kamalkant and Mr. Radheshyam Rampal Lodh, were appointed as
Additional Director by the Board on 15/02/2012. They hold office as
such only up to the date of ensuing Annual General Meeting. However the
company has received notices from some members along with requisite
deposit proposing their candidature as directors. Accordingly a
resolution proposing to appoint them as regular directors of the
company is proposed to be passed. Your directors recommend to pass the
same with requisite majority.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the provisions of Section - 217(AA) of the Companies Act,
1956, your Directors declare that:
i) In preparation of the annual accounts, as far as possible and except
to the extent if any accounting standards mentioned by the auditors in
their report as not complied with, all other applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are responsible
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 after the profit or
loss of the company for that period;
iii) The Directors have taken proper and sufficient care for the
maintenance of the 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) The Directors had prepared the annual accounts on a going concern
basis.
PARTICULARS AS REQUIRED UNDER SECTION 217(1)(E) :
a) Conservation of Energy: -NIL- (As the company is not in operations
throughout the year)
b) Technology Absorption: In the view of the business activity, the
question of technology absorption does not arise.
c) There are no foreign exchange earnings and outgo during the year.
PARTICULARS OF EMPLOYEES :
There are no employees in the company drawing salary/ remuneration in
excess of the limits specified in the rules, hence, the statement as
required under Section - 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 has not been
furnished.
APPOINTMENT OF INTERNAL AUDITOR :
The company is in process of appointing an independent Chartered
Accountant to act as an Internal Auditors as per suggestion of auditors
in order to strengthen the internal control system for the company.
AUDITORS OBSERVATION :
The notes to the Accounts of the company are self explanatory. However
the explanation and clarification from the board of Directors on the
specific observation made by the Auditors in their report are as under:
(1) NON PROVISIONAL OF BAD AND DOUBTFUL DEBTS :
The company has outstanding Debtors for more than six months of Rs.
2,38,71,630/- and long term loans and advances of Rs. 4,28,11,313/-
shall resulting in to increasing loss for the year and over statement
of debtors and loans and advances to the extent of above amount. The
Company is in process of recovering the dues from its Debtors who were
in financial troubles during their bad faces. The company is doing the
business and is hopeful of recovery from such other debtors from its
past dues as per the normal business practices.
(2) NON PROVISIONAL FOR PEMANENT DIMINUTION IN MARKET VALUE OF QUOTED
INVESMENT :
Investment is held Long term investment. This reduction in value is due
to market price reduction in listed company's share. These values
continue to fluctuate frequently with the rise and fall of the capital
market. The company will account for the long Capital Gains or Losses
upon liquidation of investment as per the income tax act. The
management has not made provision for diminution in value of
investment. Provision for permanent diminishing value of investment in
unquoted investment has not been made in absence of intrinsic value of
unquoted investments hence could not be written off.
(3) NON RECEIPT OF CONFIRMATION OF ACCOUNT :
The company has the practice of receiving confirmation from parties for
sundry creditors, debtors, loan, advances and unsecured creditors if
any from their respective accounts. Certain confirmations for sundry
debtors, creditors, loans and advances are pending for such receipt.
The company has send reminders to the concerned parties and will
receive the same in due course of time. The company has not made
settlement of accounts through journal entry or indirect payment.
(4) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES :
These loans and advances were granted to number of parties as interest
free. The company has been in process of their recovery through legal
process. The company is also trading business with some of the parties
and through this system also the company will endeavor to recover such
advances or treat the same as advance payments for procurement of goods
and materials.
OTHER OBSERVATION :
Company has not followed AS-13 for permanent reduction in value of long
term investments. Other observations made by the auditors are self
explanatory in nature and does not required further clarification.
FORMULATION OF AUDIT COMMITTEE IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 292A OF THE COMPANIES ACT 1956.
The company has formed an audit committee within the organization under
the Chairmanship of Mr. Vinodchandra Pandya an independent director.
The committee consists of 3 independent directors who are not in any
way related or interested with the promoters or the management. The
company has also appointed professionals as advisors in this committee.
The terms and reference of scope of work for the committee is as per
clause 45 of listing agreement on code for corporate governance.
Further details are given in complete report of corporate governance in
Annexure- A to this report.
Audit committee has been reconstituted on 9th March 2010 as under
Mr. Vinodchandra Pandya Chairman, Mr. Radheshyam Rampal Lodh & Mr.
Kishor Bhatt as member of the committee. STATUTORY INFORMATION :
The statutory information relating to the conservation of Energy,
technology Absorption, Adaption, Research & Development, Foreign
Exchange Earning and outgo required to be as per the provision section
217(1 )(e) of the companies act-1956 and the companies (Disclosure of
particulars in the report of Board of directors) Rules 1988 are not
applicable to the company hence not given here with.
MATERIAL CHANGES :
No material changes have taken place since the closure of the financial
accounts up to the date of this report which may substantially affect
the financial performance or the state of affairs of the company.
ACKNOWLEDGEMENT:
Your directors take on record and acknowledge the devotion made and
hard work put by its advisors, consultants, bankers, various government
authorities, stock exchanges, professionals and all other persons,
institutions associated with the company at all levels.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Date : 5th September, 2012 DHIREN K. THAKKAR
Place : Ahmedabad CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2011
To The Members of DHARTI PROTEINS LIMITED
The Directors are pleased to present the 17th Annual Report together
with Audited Financial Accounts for the year ended 31st March, 2011:
01. PARTICULARS FOR THE YEAR FOR THE YEAR
ENDED ON ENDED ON
31/03/2011 31/03/2010
Sales Income 10642944 27124995
Other Income 776708 730172
Increase/(Decrease) in stock 0 0
Total Income 11419652 27855167
Total Expenditure 11702638 28557797
P/L before Tax (282986) (702630)
Prior Period income/(Expenses) (4787) (340)
Provision for Deferred Tax (993) 4969213
Net Profit / Loss After Tax (286780) (5672183)
Previous Year Debit Balance (39993846) (34321663)
Balance Carried to B/S (40280626) (39993846)
02. During the year under review the income was 114.19 lacs as compared
to previous year of 278.55 lacs. Your Company has incurred loss of 2.86
Lacs during the financial year as compared to loss of 56.72 lacs in the
previous financial year. The income was affected by heavy
administrative expense and financial expense. Your directors are
hopeful to achieve better results in future.
Your Directors do not recommend any dividend.
During the year, the name of the Company has been changed from Devika
Proteins Limited to "DHARTI PROTEINS LIMITED" as approved by the
members by passing a resolution in the EGM held on 30th June, 2011 and
as confirmed vide fresh certificate of Incorporation consequent upon
change of the name issued by the Registrar of Companies, Gujarat dated
22nd July, 2011
BUY BACK OF SHARES:
Your director had not declared or announced or completed any procedure
for Buy Back of its own shares during the year under as per the
provision of the section 77A 77AA and 77B of the companies Act
1956.Further, No Buy back of Shares if any earlier years are still
pending for implementation.
SEGMENTWISE REPORTING AS-17:
The company is operating only in one segment of manufacturing and
selling distributing of the edible and non edible oil, castor oil and
sale castor oil and it's by product De-oiled Cakes. Hence no separate
Segment wise Accounting is required and given herewith.
RELATED PARTY TRANSACTION AS- 18:
The company has been buying raw material and selling some of the
finished products, by products through its Group /Associates concern in
which Directors or any of their relatives are either partner/
proprietors. All these business transaction are being done at the
prevailing market prices on commercial terms and condition not
favorable to any of the parties. There has been no contractual
obligation between any of the parties. There has been no contractual
obligation between any of the related parties with the company to
execute or enter in to any specific business transactions. However
proper disclosure has been made in NOTE NO. 10 to the notes to the
Accounts Schedules.
INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR
NO.SMDRP/CIR-14/98 DATED APRIL 29 TH, 1998:
The company's shares are at present Listed on Ahmedabad and Mumbai
Stock Exchanges. The company has duly paid the annual listing fees up
to the including the year 2010-2011 i.e. up to 31.03.2012 for the stock
exchange of Mumbai. The company is not paying the annual listing fees
for the Ahmedabad Stock Exchange due to NO trading facilities available
on the said stock exchange, Due to financial losses; the company has
not made provision of fees payable to stock exchange, Ahmedabad. The
company's trading is suspended on the stock exchange, Mumbai. The
company is regular in submitting all quarterly and other compliances as
per listing agreement. The company's shares are currently being traded
on the Bombay Stock Exchange.
APPOINTMANT OF INTERNAL AUDITOR:
The company is in process of appointing an independent Chartered
Accountant to act as an Internal Auditors as per suggestion of auditors
in order to strengthen the internal control system for the company.
03. AUDITORS OBSERVATION :
The notes to the Accounts of the company are self explanatory. However
the explanation and clarification from the board of Directors on the
specific observation made by the Auditors in their report are as under:
(A) NON PROVISIONAL OF BAD AND DOUBTFUL DEBTS :
The company has outstanding Debtors for more than six months of
Rs.2,38771T630/- for the year ended on 31/03/2011. The Company is in
process of recovering the dues from its Debtors who were in financial
troubles during their bad faces. The company is doing the business and
is hopeful of recovery from such other debtors from its past dues as
per the normal business practices. In addition the company is engaged
in the business of agriculture products so payment are due or payable
on the basis of quality of products so closing of debtors are accounted
properly at the time of settlement of claims.
(B) NON PROVISIONAL FOR PEMANENT DIMINUTION IN MARKET VALUE OF QUOTED
INVESMENT:
Investment is held Long term investment. This reduction in value is due
to market price reduction in listed company's share. These values
continue to fluctuate frequently with the rise and fall of the capital
market. The company will account for the long Capital Gains or Losses
upon liquidation of investment as per the income tax act. The
management has not made provision for diminution in value of
investment. Provision for permanent diminishing value of investment in
unquoted investment has not been made in absence of intrinsic value of
unquoted investments hence could not be written off.
(C) NON RECEIPT OF CONFIRMATION OF ACCOUNT:
The company has the practice of receiving confirmation from parties for
sundry creditors, debtors, loan, advances and unsecured creditors if
any from their respective accounts. Certain confirmations for sundry
debtors, creditors, loans and advances are pending for such receipt.
The company has send reminders to the concerned parties and will
receive the same in due course of time. The company has not made
settlement of accounts through journal entry or indirect payment.
(D) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES:
These loans and advances were granted to number of parties as interest
free long back before few years. The company has been in process of
their recovery through legal process. The company is also trading
business with some of the parties and through this system also the
company will endeavor to recover such advances or treat the same as
advance payments for procurement of goods and materials.
(E) GROUP/ASSOCIATE COMPANY TRANSACTIONS AND RELATED PARTY TRANSACTION:
The company is doing business of purchase, sale and job basis
manufacturing through its Group/Associate Companies. Total transactions
during the year have been properly given in notes to the Accounts. The
Advances are being paid to some of the parties for procurement of goods
on cash basis from open market so as to avail good profit margin. The
commodity market particularly for Guar Seed, Castor Oil and Castor
Seeds have become very fluctuating now days in the international market
scenario as well as opening of the future and forward market
transactions through Multi Commodity Exchanges in India. The prices for
the products move drastically in even intraday transactions. The
companies rely on transaction prices through the daily highest and
lowest prices of the commodity in the market on daily basis and compare
it with the actual transaction prices. All the sale and purchase of the
goods transactions done through group/associate companies, firms were
duly recorded in the registers maintained u/s. 301 of the Companies
Act, 1956.
(F) INDISPUTED TAX AND STATUTORY LIABILITIES:
The company is arranging to pay the sales tax liability on priority
upon surplus cash generation.
(G) NON PROVISION OF GRATUITY AND RETIREMENT TAX BENEFITS.
The company's employee strength is very thin. The provisions for
Provident Fund, Super Annuation, Pension and ESIC are not applicable to
the company. The company has no agreements with any of the
labors/employees and no such contractual liabilities are arising. No
employee has put in the ser ices eligible for gratuity benefits. The
company has paid salary, leave encashment or staff welfare benefits on
festival season which is accounted on cash basis as this is not a
contractual liability. Accordingly no provision for gratuity is not
made in the accounts.
04. OTHER OBSERVATION :
Other observations made by the auditors are self explanatory in nature
and does not required further clarification.
05. FORMULATION OF AUDIT COMMITTEE IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 292A OF THE COMPANIES ACT 1956.
The company has formed an audit committee within the organization under
the Chairmanship of Mr. Vinodchandra Pandya an independent director.
The committee consists of 3 independent directors who are not in any
way related or interested with the promoters or the management. The
company has also appointed professionals as advisors in this committee.
The terms and reference of scope of work for the committee is as per
clause 45 of listing agreement on code for corporate governance.
Further details are given in complete report of corporate governance in
Annexure-A to this report.
Audit committee has been reconstituted on 9th March 2010 as under Mr.
Vinod- chandra Pandya Chairman, Mr. Bachubhai Patel & Mr. Kishor
Bhattas Member of the committee.
06. STATUTORY INFORMATION :
The statutory information relating to the conservation of Energy,
technology Absorption, Adapt ion, Research & Development, Foreign
Exchange Earning and outgo required to be as per the provision section
217(1 )(e) of the companies act-1956 and the companies (Disclosure of
particulars in the report of Board of directors) Rules 1988 are not
applicable to the company hence not given here with.
07. MATERIAL CHANGES:
No material changes have taken place since the closure of the financial
accounts up to the date of this report which may substantially affect
the financial performance or the state of affairs of the company.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Date: 2nd September, 2011
Place: Ahmedabad DHIREN K. THAKKAR
CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2010
The Directors have pleasure in presenting their SIXTEENTH ANNUAL
REPORT together with the annual Audited Accounts ofthe Company for the
year ended on 3Lday of March 2010.
FTNICIAL HIGHLIGHTS:
During the period from 1st April 2009 to 31st March, 2010 of financial
Year 2009-10 the financial operational results of the Company is as
follows:
PARTICULARS FOR THE YEAR FOR THE YEAR
ENDED ON ENDED ON
31/03/2010 31/03/2009
Sales Income 27124995 5471577
Other Income 730172 541049
Increase/(Decrease) in stock 0 (1048074)
Total Income 27855167 4964552
Total Expenditure 28557797 4767584
P/L before Tax (702630) 196968
Prior Period income/(Expenses) (340) 0
Less: Income tax Written off (back) 0 0
Provision for Deferred Tax 4969213 81734
Provision for MAT 0 20291
Provision For Fringe Benefit Tax 0 0
Net Profit / Loss After Tax (5672183) 94943
Previous Year Debit Balance (34321663) (34416606)
Balance Carried to B/S (39993846) (34321663)
Average Number of Shares 10277200 10277200
Basic/Duties Earning Per Share 0 0
DIVIDEND :
As per company has not earned huge profit during the year under review
and due to the accumulated losses your Directors regret for their
inability to declare any amount as dividend to be paid.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND :
Your company has no liability of outstanding/ unpaid / unclaimed /
dividend, interest on debentures, deposits, share application money or
any interest on such amount which is required to be transferred to
Investors Education and protection fund as per section 205C of the
Companies Act 1956.
SHARE CAPITAL DURING THE YEAR:
During the year under review your directors have not issued any Equity
or preference shares to any person. There has been no change in the
issued, subscribed, and paid up capital of the Company during the year
under review.
BUY BACK OF SHARES :
Your director had not declared or announced or completed any procedure
for Buy Back of its own shares during the year under as per the
provision of the section 77A77AAand 77B of the companies Act
1956.Further, No Buy back of Shares if any earlier years are still
pending for implementation.
YEAR UNDER REVIEW:
Duri ng the year under review your company was engaged in the business
of trading of Guar Seeds. The Company was also engaged in the future
option of the commodity market to make hedge of stocks on hand and to
earn profit from speculative market. Sales income during the year was
Rs. 27,124,995/- ( Previous Year Rs. 54,71,577/-) and other income of
Rs. 7,30,172/- (Previous Year Rs. 5,41,049/-). After deducting all
manufacturing, administrative, selling distribution expenses and
financial charges, provision for depreciation etc. of Rs. 4,152/-
(Previous Year Rs. 2,07,324/-). After making provision for deferred tax
liability, and other prior period adjustments, your company has
suffered a net loss of Rs. 56,72,183/- (Previous Year net profit of Rs.
94,943/-) which is carried to balance sheet. Your directors wish to
note that total accumulated losses at the year end was Rs.
3,43,21,910/-. (Previous Year accumulated loss was Rs. 3,44,16,606/-)
which is less than 50% of the net worth of the company and as such the
company is not a sick company.
SEGMENTWISE REPORTING AS-17 :
The company is operating only in one segment of manufacturing and
selling distributing of the edible and non edible oil, castor oil and
sale castor oil and its by product De-oiled Cakes. Hence no separate
Segment wise Accounting is required and given herewith.
RELATED PARTY TRANSACTION AS- 18 :
The company has been buying raw material and selling some of the
finished products, by products
through its Group / Associates concern in which Directors or any of
their relatives are either partner/ proprietors All these business
transaction are being done at the prevailing market prices on
commercial terms and condition not favorable to any of the parties.
There has been no contractual obligation between any of the parties.
There has been no contractual obligation between any of the related
parties with the company to execute or enter in to any specific
business transactions. However proper disclosure has been made in NOTE
NO. 10 to the notes to the Accounts Schedules.
FOREIGN EXCHANGE EARNING AND OUTGO :
During the year under review the company had note done any
import/export business and the total foreign exchange earning and outgo
was NIL during year.
INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR
NO.SMDRP/CIR-14/98 DATED APRIL29th , 1998:
The companys shares are at present Listed on Ahmedabad and Mumbai
Stock Exchanges. The company has duly paid the annual listing fees up
to the including the year 2010-201 lie. up to 31.03.2011 for the stock
exchange of Mumbai. The company is not paying the annual listing fees
for the Ahmedabad Stock Exchange due to NO trading facilities available
on the said stock exchange, Due to financial losses, the company has
not made provision of fees payable to stock exchange, Ahmedabad. The
Company has taken effective steps to lift the suspension of trading at
the companys shares are now being traded since April, 2010 at the
Mumbai Stock Exchange.
DEMATERIALIZATION OF SECURITIES:
SEBI has identified the securities of the company of compulsory trading
in the Dematerialization form w.e.f.26th February 2001 by all
investors on all the stock Exchanges. In compliance with the same and
to facilitate the shareholders, the company has already made
arrangement to enter in to the Tripartite Agreement with NSDL and CDSL.
The investors are requested to take a note of the same and
dematerialize their holding as early as possible. The ISIN Number
allotted to your company is INE 248 C 01013. Company has also appointed
Link Intime India Pvt. Ltd. 211, Sudershan Complex, Nr. Mithakhali Six
Roads, Ellisbridge, Ahmedabad - 380 006. in place of System Support
Services -Mumbai as RTA agent of the company.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :
The chairman of the company is Executive Managing Director. The company
has 3 independent directors which is more than 50% of the total
strength of the Board as per requirements. The Company has formed and
implemented a system of corporate governance within the company.
ADetailed report is given in separate annexure forming part of this
report.
DEPOSITS:
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under Section 58 A of the Companies Act, 1956.
DIRECTORS:
Mr. Dhiren K. Thakkar retires by rotation at the ensuring Annual
General Meeting and being eligible otters him self for re-appointment.
Your Directors recommends his re-appointment.
Mr. Kishor P. Bhatt was appointed as additional director of the company
in the board meeting held on 9th March, 2010. The company has received
notice in pursuance of Section 257 of the companies Act, 1956 together
with necessary deposit from member of the company signifying his
intention to purpose them as Director of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provision contained in section 217 (2AA) of the
companies Act, 1956,the directors of your company confirm;
(A) That in the preparation of the annual account for the financial
year ended on 31/03/2010 the applicable accounting standards has been
followed.
(B) That they have selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and
prudent so as to give a taie and fair view of the state of affair of
the company at the end of the financial year and of the profit or loss
of the company for the year under review.
(C) That they have taken proper and sufficient care for the
maintenances of adequate accounting record in accordance with the
provision of this Act for safeguarding the assets of the company for
preventing and detecting fraud and other irregularities;
And
(D) That they have prepared the annual accounts on a going concern
basis.
STATUTORY AUDITORS:
M/s Nimesh M. Shah & Co. Chartered Accountants, Ahmedabad the retiring
Statutory Auditor hold office of the Auditors Up to the date of this
AGM as per the provision of the Act. The company has received a letter
from the said Auditors to the effect that their appointment shall be
within the limits laid down under Section 224( IB) of the companies
Act. A resolution proposing their reappointment as the
regular Auditors of the Company for the period from the conclusion of
this Annual General Meeting up to the conclusion of the next AGM is
required to be passed. Your directors recommend passing the said
resolution.
APPOINTMANT OF INTERNAL AUDITOR:
The company is in process of appointing an independent Chartered
Accountant to act as an Internal Auditors as per suggestion of auditors
in order to strengthen the internal control system for the company.
AUDITORS OBSERVATUION:
The notes to the Accounts of the company are self explanatory. However
the explanation and clarification from the board of Directors on the
specific observation made by the Auditors in their report are as under:
(1) NON PROVISIONALOF BAD AND DOUBTFULDEBTS :
The company has outstanding Debtors for more than six months of Rs.
1,40,37,980/- for the year ended on 31/03/2010. The Company is in
process of recovering the dues from its Debtors who were in financial
troubles during their bad faces. The company is doing the business and
is hopeful of recoveiy from such other debtors from its past dues as
per the normal business practices. In addition the company is engaged
in the business of agriculture products so payment are due or payable
on the basis of quality of products so closing of debtors are accounted
properly at the time of settlement of claims.
(2) NON PROVISIONAL FOR PEMANENT DIMINUTION IN MARKET VALUE OF QUOTED
INVESMENT:
Investment is held Long term investment This reduction in value is due
to market price reduction in listed companys share. These values
continue to fluctuate frequently with the rise and fall of the capital
market. The company will account for the long Capital Gains or Losses
upon liquidation of investment as per the income tax act. The
management has not made provision for diminution I value of investment.
Provision for permanent diminishing value of investment in unquoted
investment has not been made in absence of intrinsic value of unquoted
investments hence could not be written off.
(3) NON RECEIPT OF CONFIRMATION OFACCOUNT:
The company has the practice of receiving confirmation from parties for
sundry creditors, debtors, loan, advances and unsecured creditors if
any from their respective accounts. Certain confirmations for sundry
debtors, creditors, loans and advances are pending for such receipt.
The
company will receive the same in due course of time. The company has
not made settlement of accounts through j ournal entry or indirect
payment.
(4) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES:
These loans and advances were granted to number of parties as interest
free long back before 5 years. Tire company has been in process of
their recovery through legal process. Tire company is also trading
business with some of the parties and through tliis system also the
company will endeavor to recover such advances or treat the same as
advance payments for procurement of goods and materials.
(5) GROUP/ASSOCIATE COMPANYTRANSACTIONSAND RELATED PARTY TRANSACTION:
The company is doing business of purchase, sale and job basis
manufacturing through its Group/Associate Companies. Total transactions
during the year have been properly given in notes to the Accounts. Tire
Advances are being paid to some of the parties for procurement of goods
on cash basis from open market so as to avail good profit margin. The
commodity market particularly for Guar Seed, Castor Oil and Castor
Seeds have become very fluctuating now days in the international market
scenario as well as opening of the future and forward market
transactions through Multi Commodity Exchanges in India. Tire prices
for the products move drastically even intra day transactions. The
companies rely on transaction prices through the daily highest and
lowest prices of the commodity in the market on daily basis and compare
it with the actual transaction prices. All the sale and purchase of the
goods transactions done through group/associate companies, firms were
duly recorded in the registers maintained u/s. 301 of the Companies
Act. 1956.
(6) INDISPUTED TAX AND STATUTORY LIABILITIES :
The company had Municipal Tax Liability for the year 2008-2009.
However, the company has settled the entire disputed and undisputed
liability and paid up this liability in the year June, 2009 (FY.
2009-10). The company is arranging to pay the sales tax liability.
(7) NON PROVISION OF GRATUITY AND RETIREMENT TAX BENEFITS.
The companys employee strength is very thin. The provisions for
Provident Fund, Super Annulations, Pension and ESIC are not applicable
to the company The company has no agreements with any of the
labors/employees and no such contractual liabilities are arising. No
employee has put in the services eligible for gratuity benefits. The
company has paid salary, leave encashment or staff welfare benefits on
festival season which is accounted on cash basis as this is not a
contractual liability. Accordingly no provision for gratuity is not
made in the accounts.
OTHER OBSERVATION.
Other observations made by the auditors arc self explanatory in nature
and does not required further clarification.
FORMULATION OF AUDIT COMMITTEE IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 292AOFTHE COMPANIES ACT 1956.
The company has formed an audit committee within the organization under
the Chairmanship of Mr. Vinodchandra Pandya.. an independent director.
The committee consists of 3 independent directors who are not in any
way related or interested with the promoters or the management. The
company has also Appointed professionals as advisors in this committee.
The terms and reference of scope of work for the committee is as per
clause 45 of listing agreement on code for corporate governance.
Further details are given in complete report of corporate governance in
Annexure-A to this report.
Audit committee has been reconstituted on 511 April 09 as under Mr.
Vinodchandra Pandya Chairman. Mr Bachubhai Patel & Mr KishorBhatt are
Member of the committee
EMPLOYEE.
There are no employee of the company who were in receipt of the
remuneration of Rs.24,00,000/- in the aggregate if employed for the
year and in receipt of the monthly remunerations of Rs. 2,00,000/- in
the aggregate if employed for a part of the year under review. Hence
the information required under section 217(2 A) of the companies art.
1956 being not applicable are not given in this report.
STATUTORY INFORMATION:
The statutory information relating to the conservation of Energy,
technology Absorption, Adapt ion, Research & Development, Foreign
Exchange Earning and outgo required to be as per the provision section
217(1 )(e) of the companies act-1956 and the companies (Disclosure of
particulars in the report of Board of directors) Rules 1988 are not
applicable to the company hence not given here with.
MATERIAL CHANGES,
No material changes have taken place since the closure of the financial
accounts up to the date of this report which may substantially affect
the financial performance or the state of affairs of the company.
APPRECIATION.
Your Directors take this opportunity to acknowledge the reposed in your
company by its shareholders, Bankers and clients. You Directors also
keenly appreciate the dedication & would not have been possible.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Date :2nd September, 2010 Sd/-
Place : Ahmedabad DHIREN K. THAKKAR
CHAIRMAN & MANAGING DIRECTOR
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