Mar 31, 2015
To Dear Members,
The Directors have pleasure in presenting Company's 33rd Annual
Report and Audited Financial Statements for the financial year ended
March 31-, 2015.
1 FINANCIAL RESULTS (Rs. in Lacs)
Sales and other Income 1196.90
Loss before Interest and Depreciation 12.17
Add: Interest 33.37
Depreciation 3.44
Tax Expenses (15.32)
(including Deferred Tax)
Loss after Tax 33.66
Balance as per last account 117.95
Amount available for Appropriations 84.29
Dividend on preference Shares 0.32
(including Tax)
Balance carried to Balance Sheet 83.97
2. HIGHLIGHTS OF PERFORMANCE
Financial Year 2014-15 has been the worst year in the history of the
Company when it recorded a net loss of Rs. 48.99 lacs on a turnover of
Rs. 1163.49 lacs. The operations were badly affected due to poor off
take of end products especially the deoiled meals. Global conditions
affected the demand and industry has been hard hit and was forced to
carry huge inventory of deoiled meals to new season and sell at
unremunerated prices. The company though a small Company but being a
listed one , is also burdened with steep increase in expenditure on
compliances of various laws and listing fee as demanded by BSE. It is a
matter of satisfaction that the margins during season time remain
stable and your Company could recover part of losses in the last
quarter.
However, this trend started to decline in new fiscal. Further,
prediction of weak monsoon especially in Northern India has added to
the woe of the company for of supply of rice bran, its main raw
material, dependent on reasonable produce of paddy requiring good
rains. The management therefore keeps its fingers crossed and pray for
good monsoon.
3. DIVIDEND
Due to losses during the year, dividend on Equity Shares is not
recommended. As per advice of experts and also considering liquidity
constraints, the Directors have decided not to recommend the dividend
on Cumulative Redeemable Preference Shares for financial year 2014-15
out of past accumulated profits. The dividend on Cumulative Preference
Shares is a fixed liability hence is kept in arrear. However the
dividend amounting to Rs. 32380/- (including Dividend Distribution Tax)
was paid on redemption of 10%, 5000 Cumulative Redeemable preference
Shares of Rs. 100/- each for the period 01.04.2014 to 14.10.2014 out
of past accumulated profits in accordance with section 124 read with
prescribed rules thereon and is to be approved by the shareholders at
the ensuing Annual General Meeting.
4. SHARE CAPITAL
As per resolution passed in last Annual General Meeting, the
Company's Authorized Capital was increased from Rs. 150 lacs to
Rs.200 lacs by adding Rs. 5 lacs comprising of 50,000 10.5% Cumulative
Redeemable Preference Shares of Rs 100 each. Further during FY 2014-15
the Company has redeemed 5000, 10% Cumulative Preference Shares of Rs
100 each on the maturity date ie 15-10-2014 out of proceeds of fresh
issue of 12% 5000 Cumulative Redeemable Preference Shares of Rs 100
each allotted on 10.10 2014. Thus paid up Preference Share Capital as
on the date of the Balance sheet stands unchanged at Rs. 40 lacs.
5. FIXED DEPOSITS
The Company discontinued the acceptance of Deposits from 01.04.2014 and
repaid fully all the outstanding amount of Deposits and nothing remains
unclaimed as well as unpaid as on 31.03.2015.
6. SUBSIDIARIES
Your Company does not have any subsidiary within the meaning of the
Companies Act, 2013
7. DIRECTORS, KEY MANAGERIAL PERSONNEL
a) With the coming in force of the Companies Act, 2013 the existing
Independent Directors namely Mr. Ashok Gupta (DIN 00135288), Mr. Atul
Bagla (DIN: 00159563 ), Mr. Anil Kamthan(DIN: 00159819) were appointed
as Independent Directors for 5 years up to date of AGM 2019. Mrs. Rekha
Kejriwal (DIN: 06889864), a qualified Company Secretary , has been
appointed as Women Director on the Board. Her appointment as
Independent Director was also regularized at the last AGM for five
years till AGM 2019. Mr. Dinesh Khandelwal has been designated as
Director Finance and CFO w.e.f 1st April, 2014 for 3 years which was
also approved by the members at the last Annual General meeting. Mrs.
Liza Arora, a qualified Company Secretary, has been appointed to act as
Company Secretary and Compliance Officer during the year. Mr. Dinesh
Khandelwal (DIN: 00161831) is liable to retire on rotation and being
eligible offers for reappointment. His particulars are given the Notice
of AGM. Your Directors recommend the resolution of his appointment for
your approval.
b) All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 (6) of the
Companies Act, 2013.
c) At the time of appointment of a Director , a formal letter of
appointment is given to him which interalia explains the role,
function, duties expected from him as a Director of the Company. The
Director is also explained in details of compliances required from him
under the Companies Act, 2013, Listing Agreements and other relevant
regulations and he is briefed about the Company's business,
manufacturing process, industry scenario etc.
8. BOARD EVALUATION
In terms of Schedule IV to the Companies Act, 2013 Board has carried
out an annual performance evaluation of all its Independent Directors
and the Independent Directors evaluated the performance of Chairman and
Non Independent Directors. The Board also evaluated the
functioning/performance of various Committee of Directors and expressed
their satisfaction with their functioning / performance.
9. REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination and
Remuneration Committee has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management/Mid Junior Level Personnel of the Company. The Policy
covers the criteria for selection and appointment of Board Members and
Senior management and their remuneration. The Company's Remuneration
Policy is based on the principles of (i)Pay for Responsibility and
Duties, (ii)Pay for Potential and (iii) Pay for growth of the Company,
The Nomination and Remuneration Committee is vested with powers to
determine yearly increments/salary increase of Executive Directors/
KMPs and one level below based on their performance and contribution
towards profitability and sustainability of company. Non Executive
Directors are paid only sitting fee which is decided by Nomination &
Remuneration Committee.
10. RISK MANAGEMENT POLICY
The Company has formulated the Risk Management Policy in accordance
with the Companies Act, 2013 which is reviewed by the Board from time
to time. The Company has indentified the External/Internal Risks which
may impact the operations of the business/Company. The Company's unit
being agro based and its products are subject to wild price
fluctuations. The availability of raw material is dependent upon
monsoon. Global conditions and Government policy also play important
role in regulating the prices of Company's end products and
consequently affect the Company's profitability. Executive Management
keeps a close watch on these external risk factors while taking
decisions relating to operations. The management has taken all possible
measures to cover up and minimize the internal risks such as business,
event, financial, human , environment and statutory compliance.
11. INTERNAL CONTROL SYSTEM
The Company has an adequate system of internal control relating to
purchase of stores, raw materials including components plant &
machinery, equipment and other similar assets and for the sale of goods
commensurate with the size of the Company and nature of its business.
The Company has also Internal Control System for speedy compilation of
Accounts and Management Information Reports and to comply with
applicable laws and regulations. The Company has a well defined
organizational structure, authority levels and internal rules and
regulations for conducting business transactions.
The Company has already formed an Audit Committee which met three times
in the year. Audit Committee ensures proper compliance with the
provisions of the Listing Agreement with Stock Exchange, Companies Act,
reviews the adequacy and effectiveness of the internal control
environment and monitors implementation of internal audit
recommendations. Besides the above, Audit Committee is actively engaged
in overseeing financial disclosures and in reviewing your Company's
risk management policies.
12. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a Whistle Blower Policy to report genuine concerns or
grievances detrimental to the interest of the Company. The Whistle
Blower Policy has been posted on the website of the Company.
13. RELATED PARTYTRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and in the ordinary
course of business and the provisions of Section 188 of Companies Act,
2013 are not attracted. There are no materially significant related
party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. Thus,
disclosure in Form AOC-2 was not required. Details of Transactions
made are disclosed in financial statements.
14. AUDITOR'S REPORT
There are no qualifications, reservations or adverse remarks or
disclaimer made in the Auditors' Report which requires any
clarification or explanation.
15. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made there under, M/s. Banthia & Co, Practicing Company
Secretary (C P No. 1405), Kanpur , has been appointed to conduct a
Secretarial Audit of the Company. The Practicing Company Secretary has
submitted his Report on the secretarial audit which is annexed to this
Board's Report. The Board noted that two forms MGT 10 for change in
promoters holdings have not been filed. The same is required to be
filed within 15 days of the event. The transfer of shares took place in
June 2014, where as the said Form MGT-10 was made available for filing
by MCA in November 2014, hence was not possible to file in accordance
with the relevant provisions of the Act.
16. STATUTORY AUDITORS
M/S. P.L. Tandon & CO. , Kanpur Chartered Accountants, (ICAI
Registration No 000186C), will retire at the ensuing Annual General
Meeting and are eligible for re-appointment. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules
framed there under for re-appointment as Auditors of the Company.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013, your Directors
confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed with no material departures;
b) 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 affairs of
the Company at the end of the financial year and of the loss of the
Company for the same period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the Company that
are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that these are adequate and are
operating effectively
18. MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments made by the company
affecting the financial position of the company between end of
financial year and date of the Report.
19. STATUTORY DISCLOSURES:
i. EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 as required under Section 134
(3) (a) of the Companies Act, 2013 is annexed hereto as Annexure.
ii. MEETINGS OFTHE BOARD AND COMMITTEE HELD DURINGTHE YEAR
a. The Board of Directors met 4 times during the year on 27.05.2014 ,
29.07.2014, 01.11.2014, and 05.02 .2015. All the Directors were present
in all the meetings.
b. In compliance with Section of 178 of Companies Act 2013 , the
Company constituted Audit Committee consisting of Mr. Ashok Gupta as
its Chairman , Mr. Atul Bagla and Mr. K N Khandelwal . Both Mr. Ashok
Gupta and Mr. Atul Bagla are independent Directors and all three
members are qualified Chartered Accountants and have vast experience in
the field of Accounts and Finance. A total of three Audit Committee
Meetings were held during the year on 29.07.2014, 01.11.2014 and
05.02.2015. All the Directors were present in all 3 meetings.
c. During the year, Remuneration Committee was renamed and
reconstituted. Mr. Ashok Gupta an Independent Director was elected as
Chairman. Other members include Mr. Atul Bagla and Mr. Anil Kamthan
(both Independent Directors) while K N Khandelwal ,non Executive
Director, continued as member . Total two Meetings were held during
the year on 27.05.2014, 01.11.2014.All the members were present in both
the meetings.
d. The Shareholders Grievance Committee has been renamed as Stake
Holders Relationship Committee with Mr. K N Khandelwal, Mr. Anil
Kamthan and Mr. Dinesh Khandelwal as it's members. The Committee met
once on 05.02.2015 and found that no complaints was received from any
investor/depositor during the year.
e. Independent Directors held a meeting on 05.02.2015 to assess
/evaluate the performance of Chairman and Non Independent Directors and
concluded their satisfaction on their performances.
iii. CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility is
not applicable to the company.
iv. DISCLOSURE UNDER SECTION 186: LOANS AND INVESTMENTS Loans and
investments were made for deployment of surplus funds which are within
the limits as prescribed u/s 186 of the Companies Act, 2013. Details
are given in financial statement.
v. CONSERVATION OF ENERGY
Information required in "Form A" is not being given as our unit
does not fall under specified industry mentioned in the relevant
schedule.
vi. TECHNOLOGY ABSORPTION
The Company's plant has been designed on the continuous process
technology of M/s. Extractions Technik, Gmbh, Germany. No expenditure
has been incurred in in-house research and development.
vii. IMPORTS / EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no import/export and no foreign exchange earnings and outgo
incurred during the year under review.
viii. REMUNERATION PAID TO EXECUTIVE DIRECTORS AND KEY MANAGERIAL
PERSONNAL
Details of remuneration paid to Directors, KMPs are given in Form No.
MGT- 9. Further, details as required under Rule 5(1) & (2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 read
with section 197 of the Act, is given in Annexure. Executive directors
have been paid minimum remuneration as approved by the Shareholders.
ix. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION) PROHIBITION
AND REDRESSAL) ACT, 2013 No compliant has been received under the
aforesaid Act during the year under reference.
20. ENVIORNMENT AND SAFETY
The Company being conscious of the importance of making the environment
clean and safe has taken all necessary steps for making the environment
clean and all approvals under pollution Control Act/Factories
Act/Explosive Licenses/Fire and Safety Rules/other licenses ,when and
where necessary. are in place.
21. LISTING OF EQUITY SHARES
Consequent upon dispension of activities by U.P Stock Exchange
Association Limited, the Company's Equity Shares are automatically
delisted with UPSE. However, the shares continue to be listed with BSE.
The Listing fee for the year 2014-15 is duly paid.
22. ACKNOWLEDGMENTS
Your Directors thank Customers, Vendors, employees and all the
Stakeholders for their continued support to your Company's
performance and growth.
Place: Kanpur
Date: 28 July, 2015 FOR AND ON BEHALF OF THE BOARD
K N KHANDELWAL
Mar 31, 2014
Dear Members,
The Directors have pleasure in submitting their Annual Report and
audited Statements of Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS
2013-14
Rs./Lacs
Sales and other Income 1644.54
Profit before Interest and Depreciation 70.89
Less : Interest 23.82
Depreciation 3.08
Profit before Tax 43.99
Tax Expenses 13.89
(Including Deferred Tax )
Profit after Tax 30.10
Balance as per last account 93.26
Amount available for Appropriations 123.36
APPROPRIATIONS
Dividend on Preference Shares 5.41
(including tax)
Balance carried to Balance Sheet 117.95
OPERATIONS:
During the year Company achieved turnover of Rs.1644.54 lacs and
recorded profit before tax at Rs.43.99 lacs. As reported last year, the
margins during last season were under great pressure due to high prices
of raw materials without commensurate increase in selling prices which
affected the profitability of year under review. The forecast of el
nino shall cast it''s shadow on agro based industry in the new season.
Much shall depend upon it''s impact in areas near to your plant as the
availability of raw materials for your plant is linked to paddy crop.
DIVIDEND:
Your directors, during the year, paid a dividend of Rs. 53517(including
tax Rs. 7775) on 5000 10% Preference Shares of Rs. 100/ - each (series
l) which matured on 1.03.2014 and were redeemed along with dividend
due. Your Directors recommend a dividend of Rs.487565/- (including
Rs.70825/- Tax on Dividend) on 5000 Preference Shares of Rs.100/- each
of II (second) series @ 10% and 30000 Preference Shares of Rs.100/-
each of Series - I @ 12% for the financial year 2013-2014 and on 5000
Preference Shares of Rs. 100/- each of series II (second) for the
period from 19.02.2014 to 31.03.2014 @12%.
With a view to conserve funds, your Directors do not recommend any
dividend on Equity Shares for the year.
FINANCE:
a) During the year, the Company has redeemed 5000 10% cumulative
Redeemable Preference Shares of Rs. 100/- each of series l on maturity
date ie 1.03.2014 out of proceeds of issue of 5000 12% Cumulative
Redeemable Preference Shares of Rs 100 /- each.(series II)
b) (i) Your Directors propose to issue 50000 10.5%% Cumulative
Redeemable Preference Shares of Rs.100 each to raise funds to augment
it''s resources for working capital and repayment of fixed deposits to
comply with the provisions of section 74 of The Companies Act 2013.
This will need alteration of Memorandum of Association of the company
for increasing Authorised Capital of the company. Your approval is
sought to the resolutions included in the notice in this regard.
(ii) 5000-12% Cumulative Redeemable Pref. shares of Rs. 100/- each
series-III and the proceeds thereof to be utilized in redemtion of
500-10% Cumulative Redeemable Pref. shares of Rs. 100/- each series-II
falling due for maturity on 15th Oct. 2014. Your approval is sought to
the resolutions included in the noticve in this regard.
PUBLIC DEPOSITS:
The Company is not accepting deposits from public but has accepted
deposits from friends, relatives and business associates during the
year and has filed statement in lieu of advertisement. There was no
unclaimed deposit as on 31.03.2014. Your company have decided to
discontinue acceptance of deposits after commencement of Companies Act
2013.
LISTING OF SHARES:
Company''s equity shares continued to be listed with Bombay and
U.P.Stock Exchanges.
The listing fees are duly paid.
CONSERVATION OF ENERGY:
Information required in Form "A" is not being given as our unit does
not fall under specified industry mentioned in the relevant schedule.
TECHNOLOGY ABSORPTION:
The Company''s plant has been designed on the continuous process
technology of M/s. Extraktions Technik, Gmbh, Germany. No expenditure
has been incurred on in-house research and development.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
There was no foreign exchange earnings and outgo during the year under
review.
DIRECTORS:
a. Mr. V N Khandelwal (DIN 00161893) will retire by rotation at the
ensuing Annual General Meeting and being eligible, offer himself for
re-appointment. In order to comply the requirement of Section 149 of
the Companies Act 2013, the Board has reappointed Mr. Dinesh Khandelwal
(DIN 00161831)as Director Finance and Chief Financial Officer of the
Company w.e.f 1.04.2014 for a period of 3 years subject to approval of
the members.
b. Mr. Ashok Gupta(DIN 00135288), Mr. Atul Bagla(DIN 00159563) and Mr.
Anil Kamthan(DIN 00159819) have completed their term of five years and
as per the provisions of Companies Act 2013 they are to be appointed as
Independent directors. The Board after considering their
qualifications and experience in the field of commerce, finance and
company law matters have approved for their appointment as Independent
Directors for a term of five years i.e. up to conclusion of Annual
General Meeting 2019. . Further, Mrs.Rekha Kejraiwal (DIN 06889864 )was
appointed by the Board as additional Director to comply with the
provisions of Section 149(1) of Companies Act 2013 who holds the office
till conclusion of the ensuing Annual General meeting. She is a
qualified Company secretary and has rich experience in various
commercial fields. The Board has recommended her appointment as
Independent Director for a term of five years up the date of AGM 2019.
Resolutions in respect of above are being recommended for your
approval.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Your Directors confirm that:
(i) In the preparation of the annual accounts, the 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 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 under review.
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(iv) The Directors had prepared the annual accounts on a going concern
basis.
PERSONNEL:
i. Industrial relations remained cordial throughout the year.
ii. There was no employee getting monthly remuneration of maximum
permissible limit prescribed under Section 217 (2A) of the Companies
Act, 1956 during the year which needed disclosure.
AUDITORS:
The Auditors, M/s. P.L. Tandon & Co., Chartered Accountants, Kanpur
will retire at the ensuing Annual General Meeting and are eligible for
re-appointment. They have furnished a certificate to this effect.
SECRETARIAL COMPLIANCE CERTIFICATE :
In terms of Section 383 A of the Companies Act 1956, Secretarial
Compliance Certificate issued by a Practicing Company Secretary is
annexed hereto as part of Directors'' Report.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for support
and co-operation received from Kotak Mahindra Bank Ltd. and to all
employees for their sincere and hard work.
FOR AND ON BEHALF OF BOARD
Place: Kanpur K N KHANDELWAL
Date: 29th July, 2014 CHAIRMAN
Mar 31, 2012
The Directors have pleasure in submitting their Annual Report and
audited Statements of Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS 2011-12
Rs/Lacs
Sales and other Income 1658.77
Profit before Interest and
Depreciation 46.72
Less : Interest 26.92
Depreciation 3.51
Profit before Tax 16.29
Tax Expense 4.24
(Including Deferred Tax and written
back)
Profit after tax 12.05
Balance as per last account 47.50
Amount available for appropriations 59.55
APPROPRIATIONS
Dividend on Preference Shares 5.35
(including tax)
Balance carried to Balance Sheet 54.20
OPERATIONS:
During the year under review, despite higher volumes and higher
turnover the profit was lower at Rs.16.29 lacs due to lower margins and
poor off take of Deoiled Meals during off season. Heavy inventory had
to be carried forward to new season. Lower Interest earning also had an
adverse impact on profitability.
The new season have started with high expectations and with improved
margins. Management expects this trend to continue in off season as
rupee parity to dollar should hold the prices firm.
DIVIDEND:
Your Directors recommend a dividend of Rs. 5,34,623/- (including Rs.
74,623/- Tax on Dividend) on 5000 Preference Shares of Rs. 100/- each
of I and II series @ 10% and 30000 Preference Shares of Rs. 100/- each
of Series-I @ 12% for the financial year 2011-12 .
With a view to conserve cash, your Directors do not recommend any
dividend on Equity Shares for the year.
PUBLIC DEPOSITS:
The company is not accepting deposits from public, but has accepted
deposits from friends, relatives and business associates and has filed
statement in lieu of advertisement. There was no unclaimed deposit as
on 31.03.2012.
LISTING OF SHARES
Company's equity shares continued to be listed with Bombay and
U.P. Stock Exchanges.
CONSERVATION OF ENERGY:
Information required in Form "A" is not being given as our unit does
not fall under specified industry mentioned in the relevant schedule.
TECHNOLOGY ABSORPTION:
The Company's plant has been designed on the continuous process
technology of M/s. Extraktions Technik, Gmbh, Germany. No expenditure
has been incurred on in-house research and development.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
There was no foreign exchange earnings and outgo during the year under
review.
DIRECTORS:
Two of your directors namely Mr.Dinesh Khandelwal and Mr.Ashok Gupta
will retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of provisions of Section 217(2AA) of the Companies (Act) 1956,
your Directors confirm as under:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures.
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of
the profit of the Company for the year under review.
(iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
PERSONNEL:
i) Industrial relations remained cordial through out the year.
ii) There was no employee getting monthly remuneration of maximum
permissible limit prescribed under Section 217 (2A) of the Companies
Act, 1956 during the year which needed disclosure.
AUDITORS:
The Auditors, M/s. P.L. Tandon & Co., Chartered Accountants, Kanpur
will retire at the ensuing Annual General Meeting and-are eligible for
re-appointment. They have furnished a certificate to this effect.
SECRETARIAL COMPLIANCE CERTIFICATE:
In terms of Section 383 A of the Act, Secretarial Compliance
Certificate issued by a Practicing Company Secretary is annexed hereto
as part of Directors' Report.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for support
and co-operation received from The Federal Bank Ltd. and to all
employees for their sincere and hard work.
By Order of the Board of Directors
For KHANDELWAL EXTRACTIONS LIMITED
Sd/-
V. N. KHANDELWAL
Director (Works)
Sd/-
DINESH KHANDELWAL
Director (Finance)
Place: Kanpur
Date : 30th May, 2012
Mar 31, 2010
The Directors have pleasure in submitting their Annual Report and
audited Statements of Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
2009-10
Rs./Lacs
Sales and other Income 881.69
Profit before Interest and Depreciation 71.65
Less : Interest 16.63
Depreciation 3.47
Profit before Tax - 51.55
Provision for Tax 16.24
(Including Deferred Tax)
Profit.after tax 35.31
Balance as per last account 29.12
Amount available for appropriations 64.43
APPROPRIATIONS
Dividend on Preference Shares 5.37
(including tax)
Transfer to General Reserve 25.00
Balance carried to Balance Sheet 34.06
OPERATIONS:
During the year under review profit before tax was at Rs.51.55 Lacs
compared to Rs.34.72 Lacs in previous year. The production during the
year was lower at 6852 MT compared to 11743 MT during the previous
year. Similarly, corresponding to lower production sales and other
income was also lower at Rs.881.69 Lacs compared to Rs.1415.55 Lacs in
previous year. Low availability of rice bran has an effect on
production and sales. Despite several odds, your company has been able
to earn higher profit on a lower turnover with increase in other
income.
DIVIDEND:
Your Directors recommend a dividend of Rs.5,36,400A (including
Rs.76,400/- Tax on Dividend) on 5000 Preference Shares of Rs.100/- each
of first and second series @ 10% and 30000 Preference Shares of
Rs.100/each of Series I @ 12% for the financial year 2009-10.
With a view to conserve cash, your Directors do not recommend any
dividend on Equity Shares for the year.
MANAGEMENTS PERCEPTION:
The Companys business being agro based is basically full of
uncertainties. Last season has been the worst during last decade due to
severe draught in nearby locations of companys plant which affected
availability of raw materials. Further due to substantial price rise of
raw materials, it was not feasible to create a buffer stock of raw
material for running the plant in off season starting from April. These
factors shall have adverse effect on companys working results of the
fiscal 2010-11.
PUBLIC DEPOSITS:
The company is not accepting deposits from public, but has accepted
deposits from friends, relatives and business associates and has filed
statement in lieu of advertisement. There was no unclaimed deposit as
on 31.3.2010.
LISTING OF SHARES
Companys equity shares continued to be listed with Bombay and
U.P.Stock Exchanges.
CONSERVATION OF ENERGY:
Information required in Form "A" is not being given as our unit does
not fall under specified industry mentioned in the relevant schedule.
TECHNOLOGY ABSORPTION:
The Companys plant has been designed on the continuous process
technology of M/s. Extraktions Technik, Gmbh, Germany. No expenditure
has been incurred on in-house research and development.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
There was no foreign exchange earnings and outgo during the year under
review.
DIRECTORS:
Two of your Directors namely Mr.Ashok Gupta and Mr.AtuI Bagla will
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT :
In terms of provisions of Section 217(2AA) of the Companies (Act) ,1956
your Directors confirm as under:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures.
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.
(iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act,1956, for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
PERSONNEL:
i) Industrial relations remained cordial through out the year.
ii) There was no employee getting monthly remuneration of maximum
permissible limit prescribed under Section 217 (2A) of the Companies
Act, 1956 during the year which needed disclosure.
AUDITORS:
The Auditors, M/s. P.L. Tandon & Co.. Chartered Accountants,Kanpur
will retire at the ensuing Annual General Meeting and are eligible for
re-appointment. They have furnished a certificate to this effect.
SECRETARIAL COMPLIANCE CERTIFICATE :
In terms of Section 383 A of the Act, Secretarial Compliance
Certificate issued by a Practising Company Secretary is annexed hereto
as part of Directors Report.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for support
and co-operation received from The Federal Bank Ltd. and to all
employees for their sincere and hard work.
By Order of the Board of Directors
For KHANDELWAL EXTRACTIONS LIMITED
Sd/- Sd/-
DINESH KHANDELWAL V. N. KHANDELWAL
Director (Finance) Director (Works)
Place: Kanpur
Date: 29th May, 2010