Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their Twentieth Annual
Report together with the Audited Statement of Accounts for the year
ended as at March 31, 2015.
FINANCIAL RESULTS
Rs. in '000
Financial Year Financial Year
2014-15 2012-13
(15 months) (15 months)
Total Incomes 1,11,17,203 1,08,03,774
Rs. Profit before Depreciation & Tax 1,00,848 1,00,993
Less: Depreciation 7,854 7,802
Profit before Tax 92,994 93,191
Less: Provision for Tax 29,665 31,304
Profit available for appropriation 63,328 61,887
Appropriation
Profit(Loss) carried forward 63,328 61,887
FINANCIAL PERFORMANCE
During the year under review, your Company has achieved a turnover of
Rs. 1117.20 Crores (15 months) on a standalone basis as against Rs.
1077.80 Crores in the previous year(15 months), a 3.65% increase over
the previous year. The net profit after tax stood at Rs. 6.33 Crores as
against Rs. 6.19 Crores in the previous year.
We can see clearly that the Company performed significantly better in
the financial year 2014-15.
CHANGE IN FINANCIAL YEAR
To align the financial year of the company with the provisions of the
Companies Act 2013, the current Financial Year of the Company was
extended by 3 months. Accordingly, the audited financial statements for
the current financial year have been prepared for a period of fifteen
months beginning January 1, 2014 and ending on March 31, 2015.
DIVIDEND
The Board has decided not to recommend payment of dividend. Though the
Board had recommended the payment of dividend in its earlier board
meeting held on June 6, 2015, after considering and approving the
Audited Financial Statements for the year ended March 31,2015. But in
supersession of the earlier recommendation and keeping in view its
financial position at present the Board has taken aback its
recommendation. The company is going through severe financial
constraints at the moment and it had incurred unexpected losses in the
last quarter ended June 30, 2015. So, the Board of Directors have
decided to retain the profits for the future and have considered it
financially prudent in long-term interests of the Company to reinvest
the profits as at the end of the financial year into the business of
the Company and to utilize the reserves base for the future projects in
hand and grow the business of the Company. In the view of the above no
dividend therefore been recommended for the Financial Year ended March
31, 2015. The Directors submit that it would enhance the shareholders
value in long term.
FIXED DEPOSITS
During the year under review, your Company has not accepted/renewed any
deposits from the public in terms of Section 58A of the Companies Act,
1956 read with Companies (Acceptance of Deposit) Rules, 1975 and Rules
amended thereafter.
PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act 2013, in the prescribed Form
AOC -2, is appended as Annexure I to the Board's Report.
With reference to Section 134(3) (h) of the Companies Act, 2013, all
contracts and arrangements with related parties under Section 188(1) of
the Act, entered by the Company during the financial year, were in the
ordinary course of business and on an arm's length basis. During the
year, the Company had not entered into any contract or arrangement with
related parties which could be considered 'material' according to the
policy of the Company on Materiality of Related Party Transactions.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees and investments made by the Company
pursuant to Section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Accounts.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as AnnexureII
CORPORATE SOCIAL RESPONSIBILTY
Today, Corporate Social Responsibility has become a worldwide concept
whereby organizations consider the interests of society by taking
responsibility for the impact of their activities on customers,
employees, shareholders, communities and the environment in all aspects
of their operations.
As per Section 135 of the Companies Act 2013, a Corporate Social
Responsibility (CSR) Committee has been formed by the Company. Your
Company undertakes its Corporate Social Responsibility (CSR) activities
through a variety of effective programs. The main areas of CSR
activities are women safety and empowerment.
Even though the Company has implemented the CSR but due to operational
constraints the management could not insure its due compliance an
execution, hence worth the management has decided to tighten its belt
to ensure timely execution of CSR in the next financial year.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management Discussion & Analysis of the
financial position and the results of the operation of the Company for
the year under review is annexed to this Report as required under
Clause 49 of the Listing Agreement with the Stock Exchanges.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors at its Meeting held on March 31, 2015, had
appointed Mr. Abhishek Mishra, Mr. Sumedh Khanna Bharadwaj, as an
Additional Director (Non Executive & Independent) Mr. Mukesh Jain and
Mr. Vishal Bakshi as Independent Directors of the Company for a term of
five years w.e.f. March 31, 2015 to March 30, 2020 subject to the
members of the Company. The Company has received declarations from all
Independent Directors that they meet the criteria of independence as
laid down under Section 149(6) of the Act and Clause 49 of the Listing
Agreement.
The Board of Directors at its Meeting held on July 7, 2015, had
appointed Mrs. Abhilasha Agarwal as Whole Time Director for a period of
5 years with effect from July 7, 2015 to July 6, 2020 subject to the
approval of members of the Company.
In the same Board Meeting held on July 7, 2015 the Board of Directors
also accepted the resignation tendered by Mr. Trinadh Kiran Vemuri from
the Post of Whole Time Director and Mr. Vishal Bakshi from the post of
Independent Director due to their personal and unavoidable
circumstances.
Mr Ravi Joshi retires at the AGM and has offered himself for
re-appointment.
Necessary resolutions for the appointment of the aforesaid Directors
have been included in the Notice convening the ensuing AGM and details
of the proposal for appointment are mentioned in the Explanatory
Statement to the Notice.
The Board of Directors at its Meeting held on July 15, 2015, had
appointed Mr. Manish Kant Agarwal as Chief Executive Officer and Key
Managerial Personnel ("KMP") of the Company and had re-appointed Mr.
Praveen Kumar Chowdhary as Chief Financial Officer and Key Managerial
Personnel of the Company.
Mrs. Abhilasha Agarwal, Whole Time Director; Mr. Manish Kant Agarwal,
Chief Executing Officer(w.e f July 15, 2015), Mr. Praveen Kumar
Chowdhary, Chief Financial Officer and Mrs. Deepti Dabral, Company
Secretary are the KMPs of the Company as per the provisions of the Act.
CORPORATE GOVERNANCE
Your Company has ensured continued compliance of Corporate Governance
requirements during the period under review. Your Company lays strong
emphasis on transparency, disclosures and independent supervision to
increase various stakeholders' value. Responsible corporate conduct is
integral to the way we do our business. Our actions are governed by our
values and principles, which are reinforced at all levels within the
Company. Our Company fully confirm to standards set out by SEBI and
other regulatory authorities and has implemented and complied with all
of its major stipulations. Our Directors are committed to conduct the
business of the Company with the highest level of integrity and
transparency.
As per Clause 49 of Listing Agreement, a report on corporate governance
along with Compliance Certificate from the Chartered Accountants forms
part of the Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Board of Directors of your
Company state:
(i) that in the presentation of the annual accounts, the applicable
accounting standards have been followed.
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments that are estimates that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year March
31, 2015and of the profit and loss of the Company for the year ended
march 31, 2015.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, safeguarding the assets of the
Company and for preventing fraud and other irregularities.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
(v) that the proper internal financial controls were followed by the
Company and such internal controls are adequate and were operating
effectively
(vi) that proper systems are devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and were operating effectively.
AUDITORS
M/s L M S C, Chartered Accountants, Auditors of the Company retire at
the ensuing Annual General Meeting and being eligible offer themselves
for re-appointment. The Board of Directors has recommended their
re-appointment as auditors.
The Auditors of the Company have made following remarks/observation in
their report:
1. As per "Point 2(c) of the Annexure"- "On the basis of our
examination of the records, we are of the opinion that the Company
should maintain site-wise real time record of stocks for better
control. At present company is maintaining inventory records at head
office in accounting software which are not real time and some
desirable information like goods in-out time, vehicle details etc. are
also not available in these records. In our opinion, company need to
improve record keeping with respect to the inventories"
2. As per "Point 9(a) of the Annexure" -"According to the records of
the company, we have noticed delays in payment of undisputed statutory
dues including Employees ' State Insurance, Income-tax, Sales- tax/VAT,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent
applicable and any other statutory dues as applicable. Following is
detail of such dues outstanding for more 6 months or more on close of
books of the company for the year:"
Nature of Nature of Dues Amount Period to which
Statute the amount
relates
Finance Act, Service Tax 0.61 Lacs FY 2013-14
1994
Finance Act, Service Tax 0.67 Lacs FY 2014-15
1994
Income Tax Income Tax in 228.38 Lacs FY 2013-14
Act,1961 relation to AY
2014-15
Nature of Due Date Date of
Statute Payment
Finance Act, Various dates Not paid till
1994 upto date of Audit
31.03.2014 Report
Finance Act, Various dates Not paid till
1994 upto date of Audit
05.10.2015 Report
Income Tax 30-Sep-14 Not paid till
Act,1961 date of Audit
Report
The Companies views:
The Company has taken the facility of go-downs all over India and all
the information regarding the stocks is received from go-downs. So,
afterwards the computerized records of the same are maintained at the
head office as per the information so received. However, for better
management and control the Company has started maintaining the detailed
records of the stock at the head office.
For the delay in payment of statutory dues: Even though the company has
made adequate turnover but the realization from its debtors has been
delayed. Hence there has been a delay in payment of due taxes.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act, the Board of
Directors has appointed M/s K.C. Singhal & Associates, Chartered
Accountants as the Internal Auditors for conducting Internal Audit of
the Company for the financial year 2014-2015.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act, the Board of
Directors has appointed Mr Umesh Agarwal, M/s Agarwal U. & Associates,
practicing Company Secretary for conducting secretarial audit of the
Company for the financial year 2014-2015. The Secretarial Audit Report
is annexed herewith as Annexure III.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE
Since the Company is not involved in any manufacturing activity, the
particulars regarding conservation of energy and technology absorption
are not provided.
Particulars of Foreign Currency earning and outgo, during the year, are
annexed as Annexure IV
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 of the Companies Act,
2013 ("the Act") read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of
Section 136 of the Act, the Report and Accounts are being sent to the
members and others entitled thereto, excluding the information on
employees' particulars which is available for inspection by the members
at the Registered Office of the Company during business hours on working
days of the Company up to the date of the ensuing AGM. If any member is
interested in obtaining a copy thereof, such member may write to the
Company Secretary of the Company in this regard.
ACKNOWLEDGEMENT
Your Directors take on record their sincere appreciation to the
contributions made by the employees through their hard work,
dedication, competence, support and co-operation towards the success of
your Company. Your Directors wish to place on record their deep
appreciation and gratitude for the cooperation and assistance extended
to your Company by banks, government agencies, investors and business
associates. Your Directors are thankful to the members and investors
for their whole hearted support and for providing continuous strength
to the Company and its management.
Date: September 01, 2015 By Order of the Board
Place: New Delhi For FE (India) Limited
Sd/- Sd/-
Mukesh Jain Mukund Sharan
(Director) (Director)
DIN: 00059649 DIN: 00004881
Dec 31, 2013
Dear Members,
The Directors have pleasure in presenting their Nineteenth Annual
Report together with the Audited Statement of Accounts for the year
ended as at December 31, 2013.
FINANCIAL RESULTS rs in ''000
Financial Year Financial Year
2012-13 2011-12
(15 months) (12 months)
Total Income 1,08,03,774 85,45,227
Profit before Depreciation &
Tax 1,00,993 77,880
Less: Depreciation 7,802 7,318
Profit before Tax 93,191 70,562
Less: Provision for Tax 31,304 26,753
Profit available for appropriation 61,887 43,809
Appropriation - -
Profit(Loss) carried forward 61,887 43,809
FINANCIAL PERFORMANCE
During the year under review, your Company has achieved a turnover of
Rs. 1080.38 Crores(15 months) on a standalone basis as against Rs.
854.52 Crores in the previous year(12 months), a 26.43% increase over
the previous year. The net profit after tax stood at Rs. 6.19 Crores as
against Rs. 4.38 Crores in the previous year.
We can see clearly that the Company performed significantly better in
the financial year 2012-13.
DIVIDEND
In view of ongoing diversification plans, the Company would be in need
of additional funding. Your Directors have considered it financially
prudent in the long-term interests of the Company to reinvest the
profits into the business of the Company to build a strong reserve base
and grow the business of the Company. No dividend therefore been
recommended for the financial year ended December 31, 2013. The
Directors submit that it would enhance the shareholders'' value in long
term.
FIXED DEPOSITS
During the year under review, your Company has not accepted/renewed any
deposits from the public in terms of Section 58A of the Companies Act,
1956 read with Companies (Acceptance of Deposit) Rules, 1975 and Rules
amended thereafter.
SUBSIDIARY COMPANIES
The Company has a subsidiary Company in Singapore under the name "F E
Singapore PTE Limited." for carrying on the business of trading in
Agriculture Commodities. The Company had made an investment of US $
5,10,000 in FE Singapore PTE Limited. The Financial statements made by
subsidiary company were placed before and reviewed by the Audit
Committee of the Company. Copies of Board Minutes of the subsidiary
Company were placed before the Board meetings of the Company as per
Clause 49 of the Listing Agreement with Stock Exchanges.
Company Ceasing to be Subsidiary:
"F E Aagrochem Private Limited" which was incorporated as a wholly
owned subsidiary of the Company has ceased to be the subsidiary of the
Company.
In terms of Section 212 of the Companies Act, 1956, your Company is
required to attach the Directors'' Report, Balance Sheet, Profit & Loss
Account of its Subsidiary Companies to its Annual Report. However
Ministry of Corporate Affairs (MCA), Government of India vide its
Circular No. 2/2011 dated February 8, 2011 has granted general
exemption to all the Companies for not attaching the above documents of
subsidiary companies with the annual report of the holding company,
subject to compliance of conditions specified therein. As required
under this said circular, your Directors'' in its meeting held on March
06, 2014 has granted its consent for not attaching the Balance Sheet of
its subsidiaries as they would be made available to its members at the
Company''s website.
In terms of the said circular issued by MCA a summary of the financial
information of subsidiary of your Company is attached as Annexure I to
this Report. Any member intends to have a copy of the Balance Sheet and
other financial statements of the subsidiary, may sent his request to
the Company Secretary. These documents will also be available for
inspection during the business hours at the Registered Office of the
Company and also the Registered Office of the respective subsidiary
company "FE Singapore PTE Limited".
CORPORATE SOCIAL RESPONSIBILTY
Today, Corporate Social Responsibility has become a worldwide concept
whereby organizations consider the interests of society by taking
responsibility for the impact of their activities on customers,
employees, shareholders, communities and the environment in all aspects
of their operations.
As India rides the wave of economic boom and commercial success,
corporate social responsibility is presenting itself both as an
opportunity and an important requirement for corporate to be engaged
in. This also contributes towards faster and more balanced growth of
our society.
The government has also taken an initiative towards this clause in new
Companies Bill to make CSR mandatory for corporate, which was earlier
voluntary in nature, for certain class of companies as specified. The
Companies Bill says that larger corporate should contribute to society,
especially the communities in which they operate, by setting aside 2%
of their average net profit of last 3 preceding years towards CSR.
Your company has always believed in serving the underprivileged of the
society- with a focus on women safety and empowerment. The Company''s
efforts towards this direction will be progressive and evident.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management Discussion & Analysis of the
financial position and the results of the operation of the Company for
the year under review is annexed to this Report as required under
Clause 49 of the Listing Agreement with the Stock Exchanges.
DIRECTORS
Appointment of Directors by rotation
In accordance with the provisions of the Companies Act, 1956 read with
the Articles of Association of the Company Mr. Mukesh Jain and Mr.
Mukund Sharan, Directors of your Company, will retire by rotation at
the ensuing Annual General Meeting and being eligible, offered
themselves for re-appointment, your Board recommends their
re-appointments.
POSTAL BALLOT
Shareholders'' approval through Postal Ballot during the year was
accorded under Section 192A of the Companies Act, 1956 for the
following items:
On 15th December 2012
(In the previous year''s Annual Report of the Company-Declaration of
result of this postal ballot was awaited)
(a) FOR INCREASING THE AUTHORISED CAPITAL
Approval for increase the Authorized Share Capital of the Company from
10,00,00,000/- (Ten Crores) to 20,00,00,000/- (Twenty Crores) and
consequential amendment of the Memorandum & Articles of Association.
(b) RAISING OF EQUITY CAPITAL
- Approval for allotment of Equity Shares to qualified institutional
buyers by way of QIP as per SEBI (ICDR) Regulations, 2009.
- Approval for Preferential Allotment of Equity Shares/Convertible
Securities to the promoter/ non-promoter group.
(c) PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTOR
Payment of monthly remuneration to Mr. Mukund Sharan, Non ÂExecutive
Director of the Company, up to 1% of Net Profits of the Company,
calculated in accordance with the provisions of the Companies Act, 1956
and other applicable laws.
On 4th July 2013
(a) RAISING OF EQUITY CAPITAL
- Approval for Preferential Allotment of 43,47,826 Fully Convertible
Warrants to Promoters;
(b) PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTOR
- Approval for payment of Remuneration upto Rs. 60,000/- per month to
Mr. Mukund Sharan (Non-Executive Director)
- Approval for payment of Remuneration upto Rs. 60,000/- per month to
Mr. Ravi Joshi (Non-Executive Director)
CORPORATE GOVERNANCE
The Company''s philosophy on Corporate Governance is founded upon a rich
legacy of fair, ethical and transparence governance practices.
Responsible corporate conduct is integral to the way we do our
business. Our actions are governed by our values and principles, which
are reinforced at all levels within the Company. Our Company fully
confirm to standards set out by SEBI and other regulatory authorities
and has implemented and complied with all of its major stipulations.
Our Directors are committed to conduct the business of the Company with
the highest level of integrity and transparency. The commitment of our
Company is clearly reflected in the business activities of the Company.
As per Clause 49 of Listing Agreement, a report on corporate governance
along with Compliance Certificate from the Chartered Accountants forms
part of the Annual Report.
DIRECTOR''S RESPONSIBILITY STATEMENT
The Board of Directors of your Company state: (i) that in the
presentation of the annual accounts, the applicable accounting
standards have been followed. (ii) that the Directors have selected
such accounting policies and applied them consistently and made
judgments that are estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year and of the profit of the company for the
year.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, safeguarding the assets of the
Company and for preventing fraud and other irregularities.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS
M/s L M S C, Chartered Accountants, Auditors of the Company retire at
the ensuing Annual General Meeting and being eligible offer themselves
for re-appointment. As required under Section 224 of the Companies Act,
1957 the Company has obtained from them a confirmation to the effect
that their appointment, if made, would be in conformity with the limits
prescribed in the said section. The Board of Directors recommends their
re-appointment as auditors.
The observations of the auditors in their report for Standalone
Financial Statements, read with notes annexed to the accounts are self
explanatory, which does not contain any reservation, qualification or
adverse remarks and therefore do not call for any further
clarification.
The Auditors have made remarks/observations in their report regarding
consolidated Financial Statements of the company as follows:
"The financial statements of subsidiary FE Singapore Pte. Ltd, whose
financial statements reflect Total Assets of $ 15,02,990 (i.e. Rs.
930.35 lacs) as at December 31, 2013 and Total Revenue of $ 6,63,1443
(i.e. Rs. 3591.92 lacs) for the year; have neither been audited by us
nor by any other auditor. The financial statements and other financial
information of the subsidiary have been certified by the Management.
Our opinion is solely based upon these certifications regarding the
financial statements of subsidiary."
The board of Directors of the Company felt that financial year of
subsidiary is not in coincidence with the financial year of the parent
Company. So, parent company is not in position of giving audited
financials of its Subsidiary "FE Singapore PTE Limited." However
management of company has get the numbers provided by its subsidiary
"FE Singapore PTE Limited" audited internally and has certified the
subsidiary accounts before consolidation in its stand alone accounts.
CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE
Since the Company is not involved in any manufacturing activity, the
particulars regarding conservation of energy and technology absorption
are not provided.
Particulars of Foreign Currency earning and outgo, during the year, are
annexed as Annexure II
PARTICULARS OF EMPLOYEES
None of the employees was in receipt of remuneration more than the
limits prescribed under Section 217 (2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended.
ACKNOWLEDGEMENT
Your Directors take on record their sincere appreciation to the
contributions made by the employees through their hard work,
dedication, competence, support and co-operation towards the success of
your Company. Your Directors wish to place on record their deep
appreciation and gratitude for the cooperation and assistance extended
to your Company by banks, government agencies, investors and business
associates. Your Directors are thankful to the members and investors
for their whole hearted support and for providing continuous strength
to the Company and its management.
Date: March 06, 2014 By Order of the Board
Place: New Delhi For FE (India) Limited
Sd/- Sd/-
Vishal Bakshi Ravi Joshi
Director Director
DIN: 00610253 DIN: 02781932
Sep 30, 2012
Dear Members,
The Directors have pleasure in presenting their Eighteenth Annual
Report together with the Audited Statement of Accounts for the year
ended as at September 30, 2012.
FINANCIAL RESULTS
Rs. in RS.000
Financial
Year Financial
Period
2011-12 2010-11
(12
months) (15 months)
Total Income 854,52,27 650,39,87
Profit before Depreciation &
Tax 7,78,80 8,95,43
Less: Depreciation 73,18 79,36
Profit before Tax 7,05,62 8,16,07
Less: Provision fo Tax 2,67,53 2,79,18
Profit available for appropriation 4,38,09 5,36,89
Appropriation 23,82
Profit(Loss) carried forward 4,38,09 5,13,07
FINANCIAL PERFORMANCE
During the year the Company has recorded a net income of - 854.52
Crores as compare to - 650.40 Crores, thereby resulting in increase of
31.38% growth (Annualized Basis) inspite of various global pressures
and inflation witnessed by the Industry coupled with devaluation of
Rupee against US Dollar. But the Profit before tax has fallen 11.97%
to Rs. 7.06 Lacs (Previous Year Rs. 8.02 Lacs) due to various external
factors which have been detailed in the Management Discussion &
Analysis forming the part of this Directors Report.
DIVIDEND
In view of ongoing diversification plans, the Company would be in need
of additional funding. Hence your Directors has decided to conserve the
internal resources in order to use the same for the diversification
projects. Accordingly, the Directors do not recommend any dividend for
the financial year ended September 30, 2012. The Directors submit that
it would enhance the shareholders'' value in long term.
FIXED DEPOSITS
During the year under review, your Company has not accepted/renewed any
deposits from the public in terms of Section 58A of the Companies Act,
1956 read with Companies (Acceptance of Deposit) Rules, 1975 and Rules
amended thereafter.
SUBSIDIARY COMPANIES
The Company has a subsidiary Company in Singapore under the name "F E
Singapore PTE Limited." for carrying on the business of trading in
Agriculture Commodities. The Company had made an investment of US $
5,10,000 in FE Singapore PTE Limited. The Financial statements made by
subsidiary company were placed before and reviewed by the Audit
Committee of the Company. Copies of Board Minutes of the subsidiary
Company were placed before the Board meetings of the Company as per
Clause 49 of the Listing Agreement with Stock Exchanges.
During the Year "F E Aagrochem Private Limited" was incorporated as a
wholly owned subsidiary of the Company. F E Aagrochem Private Limited
would commence its operation of extracting gum from guar.
In terms of Section 212 of the Companies Act, 1956, your Company is
required to attach the Directors'' Report, Balance Sheet, Profit & Loss
Account of its Subsidiary Companies to its Annual Report. However
Ministry of Corporate Affairs (MCA), Government of India vide its
Circular No. 2/2011 dated February 8,
2011 has granted general exemption to all the Companies for not
attaching the above documents of subsidiary companies with the annual
report of the holding company, subject to compliance of conditions
specified therein. As required under this said circular, your
Directors'' in its meeting held on November 29, 2012 has granted its
consent for not attaching the Balance Sheet of its subsidiaries as they
would be made available to its members at the Company''s website.
In terms of the said circular issued by MCA a summary of the financial
information of each subsidiaries of your Company is attached as
Annexure I to this Report. Any member intends to have a copy of the
Balance Sheet and other financial statements of these subsidiaries, may
sent his request to the Company Secretary. These documents will also be
available for inspection during the business hours at the Registered
Office of the Company and also the Registered Office of the respective
subsidiary companies "FE Singapore PTE Limited" and "F E Aagrochem
Private Limited".
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management Discussion & Analysis of the
financial position and the results of the operation of the Company for
the year under review is annexed to this Report as required under
Clause 49 of the Listing Agreement with the Stock Exchanges.
NAME CHANGE
The name of the Company was changed from "Financial Eyes (India)
Limited" to "FE (India) Limited" with effect from May 3, 2012 based on
the Special Resolution passed at the last Annual General Meeting of the
Company.
DIRECTORS
Cessation
During the year Mr. Ashish Todi, Director has expressed his inability
to continue as a Director due to his other commitments. The Board of
Directors at its meeting held on January 3, 2012 placed on record its
appreciation for his valuable guidance and support during his tenure as
Director of the Company.
Appointment of Directors by rotation
In accordance with the provisions of the Companies Act, 1956 read with
the Articles of Association of the Company Mr. Ravi Kant Joshi and
Mr.Trinadh Kiran Vemuri, Directors of your Company, will retire by
rotation at the ensuing Annual General Meeting and being eligible,
offered themselves for re- appointment, your Board recommends their
re-appointments.
POSTAL BALLOT
Shareholders approval through Postal Ballot is under process, under
Section 192A of the Companies Act, 1956 for the following items:
(a) FOR INCREASING THE AUTHORISED CAPITAL
To increase the Authorized Share Capital of the Company from
10,00,00,000/- (Ten Crores) to 20,00,00,000/- (Twenty Crores) and
consequential amendment of the Memorandum & Articles of Association.
(b) RAISING OF EQUITY CAPITAL
- To allot of Equity Shares to qualified institutional buyers by way of
QIP as per SEBI (ICDR) Regulations, 2009.
- To make Preferential Allotment of Equity Shares/Convertible
Securities to the promoter/ non- promoter group.
(c) PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTOR
Payment of monthly remuneration to Mr. Mukund Sharan, Non ÂExecutive
Director of the Company, up to 1% of Net Profits of the Company,
calculated in accordance with the provisions of the Companies Act, 1956
and other applicable laws.
The result of Postal Ballot will be declared on Saturday, 15th
December, 2012 at 4 P.M at the Registered Office of the Company.
CORPORATE GOVERNANCE
Committed to good corporate governance practices, your Company fully
confirm to standards set out by SEBI and other regulatory authorities
and has implemented and complied with all of its major stipulations.
Your Directors are committed to conduct the business of the Company
with the highest level of integrity and transparency. The commitment of
your Company is clearly reflected in the business activities of the
Company. As per Clause 49 of Listing Agreement, a report on corporate
governance along with Compliance Certificate from the Chartered
Accountants form part of the Annual Report.
DIRECTOR''S RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
(i) that in the presentation of the annual accounts, the applicable
accounting standards have been followed.
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments that are estimates that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of
the profit of the company for the year.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, safeguarding the assets of the
Company and for preventing fraud and other irregularities.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS
Pursuant to Section 224(1B) of the Companies Act 1956, M/s L M S C,
Chartered Accountants of Faridabad (Haryana), are appointed as the
Auditors of the Company, in place of M/s Nangia & Co., Chartered
Accountants, to hold the office of Auditors from the date of this
Meeting to the conclusion of the next Annual General Meeting of the
Company on such remuneration and out of pocket expenses as may be
decided by the Board.
AUDITORS OBSERVATION
The Auditors of the Company have made remarks /observation in their
report regarding non-payment of undisputed statutory dues for a period
of more than six months from the due date in the following cases:
Name of Nature of Amount Rs. Period to
Statue dues which the
Amount
relates
Finance Act, Service Tax in 9,06,092 FY 2008-09
1994 terms of
Section 66A
of the Act
Income Tax Income Tax in 1,04,24,431 FY 2011-12
Act, 1962 relation to AY
2012-13
Name Due date Date of
Payment
Finance Act, 31/03/2009 Not paid till date
Income Tax 31/03/2012 Not paid till date
Based on the expert opinion and as per the notification No s. 8/2004.
S.T.,dated 09.07.2004 and 19/2005 S.T., dated 07.06.2005, your
Directors'' considered that the aforesaid dues are not payable by the
Company in respect to the Service Tax amount mentioned in the above
table.
Regarding the other payment listed above the payment could not be made
due to paucity of funds, the management shall make the payment of the
aforesaid amount along with interest as applicable in due course.
CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE
Since the Company is not involved in any manufacturing activity, the
particulars regarding conservation of energy and technology absorption
are not provided.
Particulars of Foreign Currency earning and outgo, during the year, are
annexed as Annexure II
PARTICULARS OF EMPLOYEES
None of the employees was in receipt of remuneration more than the
limits prescribed under Section 217 (2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended.
ACKNOWLEDGEMENT
Your Directors take on record their sincere appreciation to the
contributions made by the employees through their hard work,
dedication, competence, support and co-operation towards the success of
your Company. Your Directors wish to place on record their deep
appreciation and gratitude for the cooperation and assistance extended
to your Company by banks, government agencies, investors and business
associates. Your Directors are thankful to the members and investors
for their whole hearted support and for providing continuous strength
to the Company and its management.
Date: November 29, 2012 By Order of the Board
Place: New Delhi For FE (India) Limited
Sd/- Sd/-
Mukesh Jain Mukund Sharan
Director) (Director)
DIN: 00004881 DIN: 00059649
Sep 30, 2011
The Directors have pleasure in presenting their Seventeenth Annual
Report together with the Audited Statement of Accounts for the year
ended as at 30/09/2011.Financial Year of the company extended up to
30/09/2011 in the Board Meeting dated 31/03/2011.Financial Statements
have been prepared for a period of Fifteen Months started from
1/07/2010 and ended on 30/09/2011.
FINANCIAL RESULTS Rs. in '000
Financial Year Financial Year
2010-11 (15 months) 2009-10 (15 months)
Total Income 6503987 3901086
Profit before Depreciation
& Tax 89543 60613
Less: Depreciation 7936 6496
Profit before Tax 81607 54117
Less: Provision for Tax 27918 18417
Profit Available for
Appropriation 53689 35700
Appropriation 2382 -
Profit(Loss) carried forward 51307 35700
DIVIDEND
Your Directors are pleased to recommend a final dividend of 2.5% (Rs.
0.25 /- per Equity share) for the year ended 30.09.2011.After approval
by shareholders at the ensuing Annual General Meeting ,the dividend
will be paid in line with applicable regulations.
FIXED DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public in terms of Section 58A of the Companies Act,
1956 read with Companies (Acceptance of Deposit) Rules, 1975 and rules
amended thereafter.
CAPITAL ISSUES DURING THE YEAR
Allotment of 35,00,000 Equity Shares on preferential basis
During the year the company has issued 35,00,000 Equity Shares at a
price of Rs. 50/-per share i.e Rs. 10/- each, at a premium of Rs. 40/-
aggregating to an extent of Rs. 175,000,000/- on preferential basis to
the promoter and non-promoter.
Allotment of 16,98,000 Equity Shares on Qualified Institutional
Placement
During the year the company has allotted 16,98,000 Equity Shares at a
price of Rs. 50/- per share i.e.,Rs. 10/-each, at a premium of Rs. 40/-
aggregating to an extent of Rs. 84,900,000 to Qualified Institutional
Buyers.
SUBSIDIARY COMPANIES
There is no subsidiary of Financial Eyes (India) Ltd. Hence, no
Consolidated Accounts form part of Seventeenth Annual Report.
DIRECT INVESTMENT IN JOINT VENTURE IN SINGAPORE
Your Company has been engaged in business activity of export of the
agriculture Commodities and is now heading towards the expansion of its
business, therefore the Company has assessed the necessity to enter
into a Joint Venture in Singapore.
The Board of directors of your Company at its meeting held on 14th
February,2011 decided to enter into a Joint venture in Singapore under
the name "FE Singapore PTE Ltd." for carrying on the business of
trading in Agriculture Commodities and for investing a sum of upto US $
5,10,000 in the said Venture.
Currently the stake of Financial Eyes (India) Limited in "FE Singapore
PTE Limited" 20.58% approx.
DIRECTORS
Retirement of Directors by Rotation
Pursuant to the provisions of the Companies Act, 1956, Mr. Vishal
Bakshi and Mr. Ashish Todi , Director of your Company, retire by
rotation at the ensuing Annual General Meeting of your Company, and
being eligible, have offered themselves for re-appointment.
Brief resume of the directors proposed to be appointed/ re-appointed,
nature of their expertise in specific functional areas and names of
companies in which they hold directorship and membership/chairmanship
of the Board/ committees, as stipulated in clause 49 of the Listing
Agreement with the stock Exchange in India, are provided in the report
on Corporate Governance forming part of the Annual Report.
Changes since last Annual General Meeting
The Board of Directors, at its meeting held on 31/10/2011 appointed Mr.
Mukund Sharan as Additional Director of the Company in terms of
provisions of section 260 of the Companies Act, 1956, he hold office as
Additional Directors till the date of ensuing Annual General Meeting of
the Company.
It is proposed to regularize their appointment in the ensuing Annual
General Meeting.
CORPORATE GOVERNANCE
Committed to good corporate governance practices, your company fully
confirm to standards set out by SEBI and other regulatory authorities
and has implemented and complied with all of its major stipulations.
Financial Eyes (India) Limited is committed to conduct the business of
the company with the highest level of integrity and transparency.
The commitment of your company is clearly reflected in the business
activities of the Company. As per clause 49 of Listing Agreement, a
report on corporate governance along with compliance Certificate from
the Charted Accountant form part of the Annual Report.
STATUS OF LISTING
The Company's shares are listed at The Stock Exchange, Mumbai. The
Company has paid the listing fees to the Stock Exchange, Mumbai for the
year 2011-12.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
(I) that in the presentation of the annual accounts, the applicable
accounting standards have been followed.
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments that are estimates that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of
the profit of the company for the year.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, safeguarding the assets of the
Company and for preventing fraud and other irregularities.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS
M/s. Nangia & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment . As required under section 224 of the
Companies Act 1956 the company has obtained from them a confirmation to
the effect that their appointment, if made, would be in conformity with
the limits prescribed in the said section . The Board of Directors
recommends their re- appointment as auditors.
CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE
Since the company is not involved in any manufacturing activity, the
particulars regarding conservation of energy and technology absorption
are not provided.
Particulars of foreign currency earning and outgo during the year are
given in the Significant Accounting Policies & Notes to Accounts.
PARTICULARS OF EMPLOYEES
Relations between the employees and the management remained cordial
during the year under review. Your Directors hereby place on record
their appreciation for the efficient services rendered by the employees
of the Company.
None of the employees was in receipt of remuneration more than the
limit prescribed under Section- 217 (2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended.
ACKNOWLEDGEMENT
Your Directors take on record their sincere appreciation to the
contributions made by the employees through their hard work,
dedication, competence, support and co-operation towards the success of
your Company. Your Directors wish to place on record their deep
appreciation and gratitude for the cooperation and assistance extended
to your company by banks, government agencies, investors and business
associates. Your directors are thankful to the members and investors
for their whole hearted and continuous support and for being a source
of strength for the company.
Date: 29/11/2011 By Order of the Board
Place: New Delhi For Financial Eyes (India) Ltd.
Sd/- Sd/-
Mukesh Jain Ravi Joshi
(Director) (Director)
Jun 30, 2010
The Directors have pleasure in presenting their Sixteenth Annual
Report together with the Audited Statement of Accounts for the period
ended as at 30/06/201 0.Financial Year of the company extended up to
30/06/2010 in the Board Meeting dated 29/03/201 0.Financial Statements
have been preapared for a period of Fifteen Months started from
1/04/2009 and ended on 30/06/2010.
FINANCIAL RESULTS
Rs. in 000
Financial Year Financial Year
2009-10 2008-09
(15 months) (12 months)
Total Income 3901086 2356277
Profit before Depreciation & Tax 61332 37576
Less: Depreciation 6495 2409
Profit before Tax 54835 35167
Less: Provision for Tax 19136 14170
Profit afterTax 35699 20997
Appropriation transferred to RBI
Fund (RBI Act) - -
Profit(Loss) carried forward 35699 20997
DIVIDEND
Your Directors have decided not to recommend any dividend for the year.
FIXED DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public in terms of Section 58A of the Companies Act,
1956 read with Companies (Acceptance of Deposit) Rules, 1975 and rules
amended thereafter.
PREFERENTIAL ALLOTMENT
The Board of Directors of the Company at its meeting held on 1/05/2010
& subsequently held on 28/08/2010 decided to allot 27,50,000 Fully
Convertible Warrants convertible into equal number of Equity Shares to
Promoters at such price as may be determined as per SEBI (ICDR)
Regulations 2009 subject to the approval of shareholders at the
forthcoming AGM.
Amount received from Andaz Merchantile Pvt . Ltd which is a promoters
entity towards share Application money received is shown in the books
pending approval of shareholders in the Forthcoming Annual General
Meeting.
It was also decided in the said board meetings to raise additional
funds by issue of upto 50,00,000 Equity Shares/ other securities by way
of Qualified Institutional Placements (QIPs), at such price and other
terms and conditions, as per the applicable Rules and Regulations
subject to the receipt of the shareholders approval at the forthcoming
AGM.
Both the matters form part of the notice of ensuing Annual General
meeting for obtaining shareholders approval.
DIRECTORS
Mrs. A. Agarwal and Mr. Mukesh Jain are director
retiring by rotation at the ensuing Annual General Meeting& being
eligible offer themselves for reappointment.Brief resume of the
director retiring by rotation ,his expertise in specific functional
areas and directorship(s) in public companies or membership(s) of any
committee in public companies as stipulated under clause- 49 of listing
agreements are given in the section of corporate governance report as
an annexure.
The Board of Directors, at its meeting held on 28/08/2010 appointed Mr.
Trinadh Kiran Vemuri as Additional Director & he will hold office as
Additional Director till the date of forthcoming Annual General
Meeting.
The Company has received Notice under Section 257 of the Companies Act,
1956 and accordingly the Resolution proposing the appointment of Mr.
Trinadh Kiran Vemuri shall be placed before the Shareholders for their
approval at the ensuing Annual General Meeting.
Mr. Mukund sharan resigned from Directorship in the board meeting dated
1/09/2009 & Mr. Ravi Joshi was appointed as additional Director in same
board meeting. Mr. Ravi Joshi was comfirmed as director in the previous
AGM held on 30/09/2009.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with the Certificate from the
Statutory Auditors certifying the compliance of Corporate Governance
enumerated in Clause 49 of Listing Agreement with the Stock Exchange is
included in the Annual Report.
STATUS OF LISTING
The Companys shares are listed at The Stock Exchange, Mumbai. The
Company has paid the listing fees to the Stock Exchange, Mumbai for the
year 2009-10.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
(i) that in the presentation of the annual accounts, the applicable
accounting standards have been followed.
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments that are estimates that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of
the profit of the company for the year.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, safeguarding the assets of the
Company and for preventing fraud and other irregularities.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
SUBSIDIARY COMPANIES
There is no subsidiary of Financial Eyes (India) Ltd.Hence, no
Consolidated Accounts form part of Sixteenth Annual Report.
AUDITORS
M/s. Nangia & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting and being eligible offer
themselves for re- appointment . As required under section 224 of the
Companies Act 1956 the company has obtained from them a confirmation to
the effect that their appointment, if made, would be in conformity with
the limits prescribed in the said section . The Board of Directors
recommends their re-appointment as auditors.
In the Audit Report of the Financial Year 2009-10, Auditors have
mentioned the dues of service tax for the financial Year 2008-09
amounting Rs. 906,092/ - not paid till date. It is explained that
unpaid dues have not been paid because there are pending refunds of
larger amount with the same authority & it has been requested to adjust
the same.
CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE
Since the company is not involved in any manufacturing activity, the
particulars regarding conservation of energy and technology absorption
are not provided.
Particulars of foreign currency earning and outgo during the year are
given in schedule 15 the Significant Accounting Policies & Notes to
Accounts.
PARTICULARS OF EMPLOYEES
Relations between the employees and the management remained cordial
during the year under review. Your Directors hereby place on record
their appreciation for the efficient services rendered by the employees
of the Company.
None of the employees was in receipt of remuneration more than the
limit prescribed under Section- 217 (2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended.
ACKNOWLEDGEMENT
Your Directors take on record their sincere appreciation to the
contributions made by the employees through their hard work,
dedication, competence, support and co-operation towards the success of
your Company. Your Directors wish to place on record their deep
appreciation and gratitude for the cooperation and assistance extended
to your company by banks, government agencies, investors and business
associates. Your directors are thankful to the members and investors
for their whole hearted and continuous support and for being a source
of strength for the company.
Date: 28/08/2010 By Order of the Board
Place: New Delhi For Financial Eyes (India) Ltd.
sd/- sd/-
Mukesh Jain Ravi Joshi
(Director) (Director)