Mar 31, 2015
To,
The Members,
Simran Farms Limited
The Directors have pleasure in presenting the 28th Annual Report on the
business and operations of the Company together with the Audited
Financial Statements for the year ended on March 31, 2015.
1. FINANCIAL PERFORMANCE OF THE COMPANY
The performance highlights and summarized financial results of the
Company are given below:
(Rupees in Lacs)
Year ended Year ended
Particulars March 31, 2015 March 31, 2014
Total Income 44417.48 35972.11
Total Expenditure 44364.67 35887.44
Profit/Loss before exceptional &
extraordinary items and tax 52.81 84.67
Exceptional & extraordinary items 0.00 0.00
Profit/Loss before tax 52.81 84.67
Provision for Tax
Current Tax 10.06 16.13
Deferred Tax (18.58) 6.00
MAT Credit (16.14) 0.00
Profit/Loss after tax 77.47 62.54
Surplus Carried to Balance Sheet 794.73 760.33
Paid up Equity Share Capital 379.17 379.17
Earning per share (Rs. 10/- each) Basic
& Diluted (in Rs.) 2.04 1.65
During the year under review the Company has reported a growth of
23.87% over previous year. At Standalone level, the Company has
achieved total turnover of Rs. 444.18 crore as compared to Rs. 359.72
crores in the previous year. The operating profit before tax stood at
Rs. 52.81 Lacs as against Rs. 84.67 Lacs in the previous year. The Net
Profit for the year stood at Rs. 77.47 Lacs as against Rs. 62.54 Lacs
in the previous year. Also the consolidated profit after tax during the
year under review is Rs. 101.25 Lacs as compared to previous figures of
Rs. 77.64 Lacs.
2. OPERATIONAL AND STATE OF AFFAIRS OF THE COMPANY
The company is engaged in the business of integrated poultry and
poultry farming. The company is mainly focused on integration and
consolidation of poultry activities and has arranged large
manufacturing set-up for production of poultry feed for self
consumption. Company is an integrated company with expertise across the
poultry value chain and its management has three decades of experience
in the industry.
3. CHANGE IN NATURE OF BUSINESS
The company is engaged in the business of integrated poultry and
poultry farming only and during the year there was no change in
business activity of the company.
4. DIVIDEND
Due to inadequate profit and with the view to conserve the resources of
company, the directors have not recommended any dividend for the year
under review.
5. AMOUNT TRANSFERRED TO RESERVES
During the year under review, no amount was transferred to General
Reserve.
6. FIXED DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public within the meaning of section 73 of the Companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 2014 as
amended from time to time.
7. SHARE CAPITAL
The paid up Equity Share Capital of the Company as at March 31, 2015
stood at Rs. 379.17 Lacs. During the year under review, the Company has
not issued any shares with differential voting rights nor has granted
any stock options or sweat equity. As on March 31, 2015, none of the
Directors of the Company holds instruments convertible into equity
shares of the Company.
8. EXTRACTS OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, the details
pertaining to extract of the Annual Return in Form MGT-9 is included in
this Report as ANNEXURE I.
9. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY
The Company has only one subsidiary company in the name of "Puregene
Biotech Limited" as on March 31, 2015. There is no associate
company/Joint Venture within the meaning of section 2(6) of the
Companies Act, 2015. There has been no material change in the nature of
the business of the subsidiary company.
10. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in
accordance with the relevant Accounting Standard 21 issued by the
Institute of Chartered Accountants of India and forms a part of this
Annual Report.
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the Financial Statements of the
Company's subsidiaries in Form AOC-1 (ANNEXURE II) is attached to the
financial statements of the Company. Pursuant to the provisions of
section 136 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents and
separate audited accounts in respect of subsidiaries are available on
the website of the Company.
11. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS.
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year under review, 7 (seven) Board Meetings were
convened and held. Further, 4 (four) meetings of the Audit Committee, 3
(three) meetings of Nomination and Remuneration Committee and 4 (four)
meeting of Stakeholders' Relationship Committee were also held during
the year. Detailed information on the meetings of the Board and its
Committees is included in the Report on Corporate Governance, which
forms part of this Annual Report. The intervening gap between the Board
Meetings didn't exceed one hundred and twenty days as prescribed under
the Companies Act, 2013.
12. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE BY COMPANY UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans, investments or guarantee covered under the provisions
of section 186 of the Companies Act, 2013 are given in notes to the
financial statements. However, during the year under review, the
Company has neither made any loans and investments in other body
corporate or to any person, nor it has given any guarantee or provided
any security in connection with a loan to any other body corporate or
person within the meaning of Section 186 of Companies Act, 2013.
13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
The transaction entered with related parties for the year under review
were on arms length basis and in the ordinary course of business and
the provision of section 188 of the Companies Act, 2013 are not
attracted. Thus disclosure in form AOC-2 is not required. Further there
are no material related party transactions during the year under review
with the Promoters, Directors and Key Managerial Personnel.
All related party transactions are placed before the Audit Committee
and also to the Board of Directors for approval.
Omnibus Approval was obtained on a quarterly basis for transactions
which are of repetitive nature.
The policy on related party transactions as approved by the Board of
directors has been uploaded on the website of the company at the web
link: http://www.simranfarms.com/pdf/policy/related_party_transaction_
policy.pdf.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152 of the Companies Act,
2013 and the Company's Articles of Association, Shri Gurdeep Bhatia,
Director retires by rotation at the forthcoming Annual General Meeting
and being eligible offers himself for re-appointment.
The Board in its meeting held on 14th August, 2014 has appointed Smt.
Jasmeet Kaur Bhatia as an Additional Director as well as independent
women Director of the Company, not liable to retire by rotation
Further Shri Surjit Singh Kohli resigned from the Directorship with
effect from 29th May, 2014, due to his pre occupation. Your Board
places on record its deep appreciation of the valuable contribution
made by him during his tenure as Director of the Company.
At the Annual General Meeting held on 25th September, 2014, Shri
Harbhajan Singh Khanuja , Dr. Surendra Singh and Smt. Jasmeet Kaur
Bhatia were appointed as Independent Directors of the Company pursuant
to section 149 of the Companies Act, 2013 for a term of five
consecutive years. None of the Independent Directors are due for re-
appointment.
Shri Harender Singh Bhatia, Managing Director and Shri Kawaljeet Singh
Bhatia, Whole Time Director are designated as Key Managerial Personnel
of the Company with effect from 29th May, 2014.
During the year under review Mr. Mahesh Patidar and Mr. Mayank Lashkari
were appointed as the Chief Financial Officer and Company Secretary
(with effect from 14th August, 2014) of the Company respectively. They
are the Key Managerial Personnel of the Company as per the provisions
of the Companies Act, 2013.
Further, Mr. Mayank Lashkari resigned from the post of Company
Secretary of the Company with effect from 26th December, 2014 and Ms.
Tanu Parmar has been appointed as the Company Secretary and compliance
officer of the Company with effect from 2nd March, 2015.
Disqualifications of Directors:
During the year under review, declarations received from all the
Directors of the Company pursuant to Section 164 of the Companies Act,
2013. The Board appraised the same and found that none of the director
is disqualified for holding office as director as per the provisions of
the Companies Act, 2013.
15. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent
Directors of the Company confirming that they fulfill the criteria of
independence as prescribed under sub-section (6) of section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.
The following Directors are independent in terms of Section 149(6) of
the Act and Clause 49 of the Listing Agreement:
(i) Dr. Surendra Singh
(ii) Shri Harbhajan Singh Khanuja
(iii) Smt. Jasmeet Kaur Bhatia
16. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year under review. The
Meeting was conducted on 14th February, 2015 in an informal manner
without the presence of the Chairman, the Whole Time Director, the
Non-Executive Non- Independent Directors and the Chief Financial
Officer.
17. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have
been disclosed on the website of the Company at the link given here:
http://www.simranfarms.com/pdf/policy/familiarization_programme_for
_independent_directors.pdf
18. COMMITTEES OF THE BOARD OF DIRECTORS
The Company has various committees which have been constituted and
reconstituted as a part of the good corporate governance practices and
the same are in compliance with the requirements of the relevant
provisions of applicable laws and statutes. Your Company has an
adequately qualified and experienced Audit Committee consisting of Shri
Harbhajan Singh Khanuja as Chairman and Dr. Surendra Singh and Smt.
Jasmeet Kaur Bhatia as Members. The recommendations of the Audit
Committee were duly approved and accepted by the Board during the year
under review.
The other Committees of the Board are:
(i) Nomination and Remuneration Committee
(ii) Stakeholders' Relationship Committee
(iii) Finance Committee
(iv) Internal Complaint Committee under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details with respect to the composition, powers, roles, terms of
reference, meetings held and attendance of the Directors at such
Meetings of the relevant Committees are given in detail in the Report
on Corporate Governance of the Company which forms part of this Annual
Report.
19. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION
HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND
THAT OF ITS COMMITTEES
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, performance evaluation of the Board, its
Committee and the Independent Directors was carried out time to time.
The manner in which the evaluation is carried out has been explained in
the Corporate Governance Report.
20. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to information and
explanations obtained by them, your Directors make the following in
terms of Section 134(3)(c) of the Companies Act, 2013, shall state
that- a) in the preparation of the annual accounts for the year ended
March 31, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
b) the directors 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 as at March 31, 2015 and of the profit of the company
for that year ended on that date;
c) 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 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) that the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f) that 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.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under
sub-section (3) (m) of section 134 of the Companies Act, 2013 read with
Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under
:
(A) Conservation of Energy
The steps taken or impact on conservation of energy:
(i) The operations of the Company are not power intensive as the
Company owns the facility and controls the breeding, hatching and/ or
processing of broilers but it works on Contract Rearing basis i.e it
contracts with the private poultry farmers for the raising of the
chicks. Nevertheless, the Company continues its efforts to conserve
energy wherever practicable, by economizing on the use of power at the
farms, hatcheries and offices. The Company has installed
state-of-the-art hatcheries and setters at its hatcheries.
(ii) The capital investment on energy conservation equipments: Nil
(B) Technology Absorption
(i) The efforts made towards technology absorption: Not Applicable.
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution:
Not Applicable.
(iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the Financial Year): The Company
has neither purchased within India nor imported any technology.
(iv) Company has not incurred any expenditure on Research and
Development during the year under review.
(C) Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings: Nil
Foreign Exchange Outgo: Nil
22. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL
WITH REFERENCE TO THE FINANCIAL STATEMENTS
The company has an effective internal control and risk mitigation
system, which are constantly assessed and strengthened with new or
revised standard operating procedures. The company's internal control
system is commensurate with its size, scale and complexities of its
operations. The main thrust of internal audit is to test and review
controls, appraisal of risks and business processes, besides
bench-marking controls with best practices in the industry. The scope
of internal audit includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness
of systems and processes, and assessing the internal control strengths
in all areas. The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal control systems
and suggests improvements to strengthen the same. The company has a
robust management information system, which is an integral part of the
control mechanism.
The Audit Committee of the Board of Directors and statutory auditors
are periodically apprised of the internal audit findings and corrective
actions taken. Audit plays a key role in providing assurance to the
Board of director. Significant audit observations and corrective
actions taken by the management are presented to the Audit Committee of
the Board.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Provisions of section 135 of the Companies Act, 2013 does not apply to
the Company, therefore Company has not constituted Corporate Social
responsibility (CSR) committee as required under the Act.
24. NOMINATION AND REMUNERATION POLICY/DISCLOSURE RELATING TO
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
Pursuant to section 178 of the Companies Act, 2013 read with the rules
made thereunder and Clause 49 of the Listing Agreement, the Board has
constituted the "Nomination and Remuneration Committee" Comprising Shri
Harbhajan Singh Khanuja as Chairman and Dr. Surendra Singh & Smt.
Jasmeet Kaur Bhatia as its members.
The Nomination and Remuneration Committee framed a policy for selection
and appointment, re-appointment, removal and appraisals of Directors
and Senior Management and the same is stated in the Corporate
Governance Report and the policy has been uploaded on the Company's
website at the web link:
http://www.simranfarms.com/pdf/policy/nomination_renumeration.pdf.
Neither the Managing Director nor Whole Time Director of the company
received any remuneration or commission from the subsidiary company.
25. PARTICULARS OF EMPLOYEES
During the year under review, none of the employee of the company is
drawing more than Rs. 60,00,000/- per annum or Rs. 5,00,000/- per
month for the part of the year, therefore Particulars of the Employees
as required under Section 197 of Companies Act, 2013 read with Rule 5
(2) & Rule 5 (3) of Companies (Appointment and Remuneration) Rules 2014
are not applicable, during the year under review.
Ratio of remuneration of each director to the median remuneration of
the employees of the Company for the Financial Year:
Statement pursuant to Section 197(12) of the Companies Act 2013 and
rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this report. (ANNEXURE III)
26. REPORT ON MANAGEMENT AND DISCUSSION ANALYSIS
A detailed analysis of the Company's performance is discussed in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
27. REPORT ON CORPORATE GOVERNANCE
Your company make all possible endeavors to strive to maintain
appropriate standards of good Corporate Governance as stipulated in
Clause 49 of the Listing Agreement. A separate section titled
"Corporate Governance" including a certificate from the Auditors of the
Company confirming compliance of the conditions of the Corporate
Governance as stipulated under clause 49 of the Listing Agreement is
annexed hereto and forms part of the Annual Report.
28. DISCLOSURE OF ESTABLISHMENT OF VIGIL MECHANISM /WHISTLE BLOWER
POLICY
As per the requirement of section 177(9) & (10) of the Companies Act,
2013 and Clause 49 of the Listing Agreement, the Company has
established a Vigil Mechanism called the "Whistle Blower Policy" for
directors and employees to report concerns of unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct
or ethics policy.
The details of the "Whistle Blower Policy" have been uploaded on the
Company's website at the web link:
http://www.simranfarms.com/pdf/policy/vigil_mechanism.pdf.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and/or material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status of
the Company.
30. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act and Rules made there
under, the Company has appointed M/s. Ramesh Chandra Bagdi &
Associates, Practicing Company Secretary, Indore (ACS: 11800, CP No.
2871) to undertake the Secretarial Audit of the Company. The report of
the Secretarial Auditors is enclosed as (ANNEXURE IV) and forms an
integral part of this Report.
The Company is in the process of filing Form CHG-1 with the ROC
relating to the registration of charges against vehicle loans. Further,
the report is self-explanatory and do not call for any further
comments.
31. STATUTORY AUDITORS
Pursuant to the provision of section 139 of the Act and the rules
framed thereunder, M/s. Khandelwal Kakani & Co., Chartered Accountants,
were appointed as the statutory auditors of the Company from the
conclusion of the twenty seventh (27th) Annual General Meeting of the
Company held on September 25, 2014 till the conclusion of the thirtieth
(30th) Annual General Meeting to be held in the year 2017, subject to
ratification of their appointment at every Annual General Meeting held
thereafter.
A resolution for appointment of M/s. Khandelwal Kakani & Co., Chartered
Accountants, as auditors for the remaining period from the conclusion
of the ensuing 28th AGM till the conclusion of the 30th AGM and for
fixation of their remuneration for the year 2015Â16 is being proposed
in the notice of the ensuing AGM for the approval of the members. The
Company has received from M/s. Khandelwal Kakani & Co, Chartered
Accountant a written consent for ratification of their appointment from
the conclusion of the 28th AGM till the conclusion of the 30th AGM and
a certificate to the effect that their appointment shall be in
accordance with the prescribed conditions and that the firm is not
disqualified under the Companies Act, 2013.
32. EXPLANATION TO AUDITOR'S REMARKS
The Auditors in their report have referred to the notes forming part of
the Accounts which are self-explanatory and does not contain any
qualification, reservation or adverse remark or disclaimer and do not
call for any further explanation / clarification by the Board of
Directors.
Further there was no fraud in the Company, which was required to report
by statutory auditors of the Company under sub-section (12) of section
143 of Companies Act, 2013.
33. COST AUDIT
Your company does not falls within the provisions of Section 148 of
Companies Act, 2013 read with the Companies (Cost records & Audit)
Rules, 2014, therefore no such records required to be maintained.
34. REVISION OF ANNUAL FINANCIAL STATEMENT
There was no such case of revision in financial statements during the
year under review.
35. CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and
senior management and independent directors of the Company. All the
Board members including independent directors and senior management
personnel have affirmed compliance with the code of conduct.
The policy on Code of Conduct has been uploaded on the Company's
website at the web link
http://www.simranfarms.com/pdf/policy/code_of_conduct.pdf.
36. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK
MANAGEMENT
The Board of Directors have adopted risk management policy for the
Company which provides for identification, assessment and control of
risks which in the opinion of the Board may threaten the existence of
the Company. The Management identifies and controls risks through a
properly defined framework in terms of the aforesaid policy.
37. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year to
which the financial statements relate and the date of this Board's
report.
38. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy required conduct of operations in
such a manner, so as to ensure safety of all concerned, compliances
environmental regulations and preservation of natural resources.
39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
"The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013" was notified on 9th December, 2013. Under the
said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
The Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Internal Complaint Committee for
implementation of said policy and redressal of complaints received
regarding sexual harassment. During the year under review, the company
has not received any complaint of sexual harassment.
The policy on Prevention of Sexual Harassment as approved by the Board
of directors has been uploaded on the website of the company at the web
link: http://www.simranfarms.com/pdf/policy/sexual_harassment.pdf
40. LISTING WITH STOCK EXCHANGES
The Shares of the Company are listed on the Bombay Stock Exchange
Limited (BSE), Mumbai, which provides the wider access to the investors
nationwide.
The Company has made all the compliances of Listing Agreement including
payment of Annual Listing Fees up to March 31, 2016 to BSE.
41. BUSINESS RESPONSIBILITY REPORT
Business responsibility reporting as required by clause 55 of the
listing agreement with stock exchange is not applicable to your company
for the financial year ending 31st March 2015.
42. DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositaries i.e. National
Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail of the facility
of Dematerialization of the Company's shares on either of the
Depositories mentioned as aforesaid.
43. PREVENTION OF INSIDER TRADING
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015
the Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company.
The Code requires Trading Plan, pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
44. INDUSTRIAL RELATIONS
Company's Industrial relations continued to be healthy, cordial and
harmonious during the period under review.
45. ACKNOWLEDGEMENTS
The Board of Directors wish to place on record its sincere appreciation
for the support and co-operation received from all its stakeholders
including customers, promoters, shareholders, bankers, suppliers,
various departments/ agencies of State and Central Government and
business associates of the Company.
Your Board recognizes and appreciates the contribution made by all
employees at all levels that ensures sustained performance in
challenging environment.
For and on behalf of the Board of Directors
Date: 14.08.2015 Harender Singh Bhatia Gurdeep Singh Bhatia
Place: Indore Chairman & Managing Director Director
(DIN: 00509426) (DIN: 00401929)
Mar 31, 2014
The Members of Simran Farms Limited
The Directors have pleasure in presenting the 27th Annual Report of
your company together with the Audited statements Accounts for the year
ended on 31st March, 2014. The Financial Results of the company in the
year under review are as under:
FINANCIAL AND OPERATIONAL PERFORMANCE.
( In Lacs )
Year ended Year ended
31/3/2014 31/03/2013
Total Income 35972.11 28265.69
Total Expenditure 35887.44 28558.20
Profit / Loss before Tax 84.67 (292.51)
Provision for Tax:
Current Tax 16.13 --
Deferred Tax 6.00 2.43
Profit / Loss after Tax 62.54 (294.94)
Paid up Equity Share Capital 379.17 379.17
Earning per share (Rs. 10/- each) Basic 1.65 (7.78)
& Diluted (in Rs.)
The performance of the Company during the year has improved as compared
to that of the last year as sales realization was higher as compared to
last year. Further during the financial year your company has achieved
total turnover of Rs. 359.72 Crores in comparison to previous year''s
total income of Rs. 282.65 Crores and earned net profit of Rs. 62.54 Lacs
in comparison to previous year''s net loss of Rs. 294.94 Lacs.
DIVIDEND
Due to inadequate profit, your Directors have not recommended any
dividend for the year under review
DIRECTORS:
The Board in its meeting held on 14th August, 2014 has appointed Mrs.
Jasmeet Kaur Bhatia as an Additional Director as well as independent
women Director of the Company, not liable to retire by rotation.
Further Shri Surjeet Singh Kohli resigned from the post of
Directorship. Your Board places on record its deep appreciation of the
valuable contribution made by him during his tenure as Director of the
Company.
Further Dr. Surendra Singh and Mr. Harbhajan Singh Khanuja the existing
Independent Directors are further proposed to be appointed as
Independent Directors for a term of 5 years as per requirement of
section 149 of the Companies Act, 2013 as well as Clause 49 of the
Listing Agreement to hold the office till 31st March, 2019.
The Company has received notice in writing from the members as required
under section 160 of the Companies Act, 2013 for proposal of
appointment of Mrs. Jasmeet Kaur Bhatia as a Director as well as
Independent Director and for all other Independent Directors of the
Company at the ensuing Annual General Meeting.
The Independent Directors have submitted a declaration confirming that
they meet the criteria for independence as provided in section 149(6)
of the Act and are eligible for appointment as Independent Directors of
the Company.
In the opinion of the Board the above said three directors fulfills the
conditions specified in the Act and the Rules made there under as the
Clause 49 of the Listing Agreement for their appointment as Independent
Directors of the Company.
In accordance with the provision of the Companies Act, 2013 Shri
Gurdeep Singh Bhatia, retires from the Board of Directors by rotation
and being eligible offer themselves for reappointment in ensuing Annual
General Meeting.
SUBSIDIARY COMPANY AND CONSOLIDATION OF ACCOUNTS
The Ministry of Corporate Affairs has vide its circular dated 08th
February 2011, had granted general exemption to companies from
attaching to their balance sheet, the accounts and other documents of
their subsidiaries companies, subject to fulfill of specified
conditions. In view of this general exemption and being in compliance
with the conditions thereof, the accounts and other documents of the
company''s subsidiaries are not attached to the Annual report of the
company. The consolidated financial statement of the Company, which
includes the financial information of its subsidiary (i.e. Puregene
Biotech Limited) are forming part of this.
The Annual accounts and financial statements of the Subsidiary company
of your company and related detailed information shall be made
available to members on request and are open for inspection at the
Registered office of your company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the Report of Board of
Directors) Rules 1988, the Poultry is exempted. Further the Company''s
operations do not involve substantial consumption of energy in
comparison to cost of production, However possible energy conservation
measures have been implemented with a view to conserve and optimize the
use of energy.
Technology absorption:
The Company has neither purchased within India nor imported any
technology. However company has imported machinery from Sweden and feed
formula from Netherland.
Foreign Exchange Earnings and Outgo Total
foreign exchange earned : Nil
Total foreign exchange used : 4532154.00
DIRECTOR''S RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to the Director''s Responsibility Statement,
your directors hereby confirm:
I) That in the preparation of the annual accounts for the financial
year ended 31st March 2014; the applicable accounting standards have
been followed;
II) That they have selected such accounting policies and applied them
consistently and made judgments, and estimate 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 financial year and of the profit of the
Company for the year under review;
III) That they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act, for safeguarding the assets of the Company and
for preventing and detecting Fraud and other irregularities.
(IV) That they have prepared the annual accounts on a going concern
basis.
AUDITORS:
M/s. Khandelwal Kakani & Co., Chartered Accountants, who are the
statutory auditors of the Company, hold office till the conclusion of
the forthcoming Annual General Meeting and are eligible for
re-appointment. Pursuant to the provisions of section 139 of the
Companies Act, 2013 and the Rules framed there under, it is proposed to
appoint M/s. Khandelwal Kakani & Co., as statutory auditors of the
Company from the conclusion of the forthcoming Annual General Meeting
till the conclusion of the thirtieth Annual General Meeting to be held
in the year 2017, subject to ratification of their appointment at every
Annual General Meeting.
COMMENTS ON AUDITORS REPORT
The Board has duly reviewed the Statutory Auditors'' Report on the
Accounts. The observations and comments, if any, appearing in the
Auditors'' Report are self-explanatory and do not call for any further
explanation / clarification by the Board of Directors.
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges an Audit Committee Comprises of Shri Surendra
Singh, Shri Harbhajan Singh Khanuja and Mrs. Jasmeet Kaur Bhatia all
are independent directors of the Company.
COST AUDITORS:
Pursuant to the directives of the Central Government under the
provisions of section 148 and all other applicable
provisions of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules 2014, the Company is not required to appoint the
Cost Auditors for the year 2014-15. The Cost Audit Report for the year
2013-14 would be filed to the Central Government within the stipulated
time.
FIXED DEPOSITS
Your company has not accepted or invited any deposits from public
within the meaning of Section 58A and 58AA of the Companies Act, 1956,
during the year under review.
CORPORATE GOVERNANCE
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of the Corporate Governance as stipulated under clause
49 of the Listing Agreement and also the Management Discussion and
Analysis Report and CEO certification are annexed hereto and form part
of the report.
PARTICULARS OF EMPLOYEES
The Company did not have any employee, during the year drawing
remuneration attracting the provision of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rule 1975.The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
HUMAN RESOURCES DEVELOPMENT
Your Company believes that nurturing and development of human capital
is of key importance for its operations, The HR policies and procedures
of your Company are geared up towards this objective. In totality our
employees have shown a high degree of maturity and responsibility in
responding to the changing environment, economic and the market
condition.
SECRETARIAL COMPLIANCE CERTIFICATE
A Secretarial Compliance Certificate is obtained from Practicing
Company Secretary in terms of provisions of section 383A(1) of the
Companies Act, 1956 is annexed herewith.
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
The code of conduct has posted on website of the company i.e
www.simranfarms.com LISTING OF THE SHARES
Equity shares of the company are listed on Bombay Stock Exchange Ltd.,
Mumbai.
DEPOSITORY SYSTEM
Your Company''s shares are tradable compulsorily in electronic form
and your Company has connectivity with both the Depositaries i.e.
National Securities Depository Limited (NSDL) and Central Depository
Service (India) Limited (CDSL). In view of the numerous advantage
offered by the Depository System, members are requested to avail of the
facility of Dematerialization of the Company''s shares on either of
the Depositories mentioned as aforesaid.
INSURANCE
The Company''s assets are adequately insured against the loss of fire
and other risk, as considered necessary by the Management from time to
time .The Company has also taken insurance cover for any claims /losses
arising out of its core business of security broking.
ACKNOWLEDGMENT
The Board places on record its deep appreciation of the devoted
services of loyal workers ,executives and other staff of the Company ,
who have contributed to the performance and company''s continue
inherent strength. Your directors also wish to thank the customers,
dealers, agents. Suppliers, partners, investors, banks and other
stakeholders for their continued support and faith respond in the
Company. We look forward to their continued support in the future.
For and behalf of the Board
Date : 14.08.2014
Place : Indore Sd/- Sd/-
H.S. Bhatia G.S. Bhatia
Managing Director Director
DIN 00509426 DIN 00401929
Mar 31, 2013
To The Members of Simran Farms Limited
The Directors here by presents the 26th Annual Report of your company
together with the Audited Statements of Accounts forthe year ended on
31st March, 2013. The Financial Results of the company in the year
under review are as under:
FINANCIAL AND OPERATIONAL PERFORMANCE.
(Rs. In Lacs)
Year ended Year ended
31/3/2013 31/03/2012
Total Income 28265.69 22970.59
Total Expenditure 28558.20 22867.83
ProfiV(Loss) before prior period adjustments (292.51) 102.76
and extra ordinary income
Add: Extra ordinary item 0.00 1.03
ProfiVLoss before tax (292.51) 103.79
Provision for taxation:
Income Tax 0.00 35.25
Deferred Tax Assets/Liability 2.43 0.89
ProfiVLoss aftertax (294.94) 67.65
Paid up Equity Share Capital 379.17 379.17
Reserves 1085.10 1380.03
During the financial year your company has achieved good turnover but
due to increase in cost of feed ingredients and low realization of sale
of chickens, your Company has incurred net loss of Rs. 294.94 Lacs in
comparison to previous year''s net profit of Rs. 67.65 lacs.
DIVIDEND
Due to non-availability of profit, your Directors have not recommended
any dividend for the year under review.
DIRECTORS:
In accordance with the provision of the Companies Act, 1956, and As per
Article 115 of Article of Association of the Company, Dr. Surendra
Singh and Mr. Gurdeep Singh Bhatia, retires from the Board of Directors
by rotation and being eligible offerthemselves for reappointment in
ensuing Annual General Meeting.
SUBSIDIARY COMPANY AND CONSOLIDATION OF ACCOUNTS
The Ministry of Corporate Affairs has vide its circular dated 08th
February 2011, had granted general exemption to companies from
attaching to their balance sheet, the accounts and other documents of
their subsidiaries companies, subject to fulfillment of specified
conditions. In view of this general exemption and being in compliance
with the conditions thereof, the accounts and other documents of the
company''s subsidiaries are not attached to the Annual report of the
company. The consolidated financial statement of the Company, which
includes the financial information of its subsidiary (i.e. Puregene
Biotech Limited) are forming part of this.
The Annual accounts and financial statements of the Subsidiary company
of your company and related detailed information shall be made
available to members on request and are open for inspection at the
Registered office of your company.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the Report of Board of
Directors) Rules 1988, the Poultry is exempted. Further the Company''s
operations do not involve substantial consumption of energy in
comparison to cost of production, However possible energy conservation
measures have been implemented with a view to conserve and optimize the
use of energy.
Technology absorption:
The Company has neither purchased within India nor imported any
technology.
Foreign Exchange Earnings and Outgo
Total foreign exchange earned : Rs. Nil
Total foreign exchange used : Rs. 48629.00
DIRECTOR''S RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to the Director''s
Responsibility Statement, yourdirectors hereby confirm:
I) That in the preparation of the annual accounts for the financial
year ended on 31st March 2013; the applicable accounting standards have
been followed except accounting standard 13;
II) 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 affairs of
the Company at the end of financial year and of the loss of the Company
for the year under review;
III) That they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act, for safeguarding the assets of the Company and
for preventing and detecting Fraud and other irregularities.
(IV) That they have prepared the annual accounts on a going concern
basis.
AUDITORS:
M/s Khandelwal Kakani & Co., auditors of the company, retires as the
auditors at the ensuing Annual General Meeting and being eligible,
offers them for reappointment.
COMMENTS ON AUDITORS REPORT
The qualification of Auditors regarding non provisions of diminution in
value of shares of Rs. 1.17 Lacs of subsidiary Company, the directors of
the opinion that In view of, recovering maximum losses of subsidiary
company and future profits of the subsidiary company, the Directors
expects to recover all the losses in short period, hence not provided.
Further the Auditors in their report have referred to the notes forming
part of the Accounts which are self-explanatory and do not require any
explanation.
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges an Audit Committee Comprises of Dr. Surendra Singh,
Mr. Harbhajan Singh Khanuja and Mr. Surjit Singh.
PUBLIC DEPOSITS
Your Company has not accepted any Public deposit within the meaning of
section 58A of the Companies Act 1956, read with the Companies
(Acceptance of Deposit) Rules, 1975.
CORPORATE GOVERNANCE:
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of the Corporate Governance as stipulated under clause
49 of the Listing Agreement and also the Management Discussion and
Analysis Report and CEO certification are annexed hereto and form part
of the report.
PARTICULARS OF EMPLOYEES
The Company did not have any employee, during the year drawing
remuneration attracting the provision of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rule 1975.The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
HUMAN RESOURCES DEVELOPMENT
Your Company believes that nurturing and development of human capital
is of key importance for its operations, The HR policies and procedures
of your Company are geared up towards this objective. In totality our
employees have shown a high degree of maturity and responsibility in
responding to the changing environment, economic and the market
condition.
SECRETARIAL COMPLIANCE CERTIFICATE
A Secretarial Compliance Certificate is obtained from Practicing
Company Secretary in terms of provisions of section 383A(1) of the
Companies Act, 1956 is annexed herewith.
COST AUDITOR
Pursuant to the Provisions of Companies Act, 1956, the Board of
Directors on the recommendation of the Audit Committee, appointed
Sudeep Saxena & Associates, Cost Accountant, as Cost Auditor of the
Company for the financial year ending 31st March 2014.
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
The code of conduct has posted on website of the company i.e
www.simranfarms.com
LISTING OFTHE SHARES
Equity shares of the company are listed on Bombay Stock Exchange Ltd.,
Mumbai.
DEPOSITORY SYSTEM
Your Company''s shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositories i.e. National
Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited (CDSL).
In view of the numerous advantage offered by the Depository System,
members are requested to avail of the facility of De-materialization of
the Company''s shares on either of the Depositories mentioned as
aforesaid.
GREEN INITIATIVES IN THE CORPORATE GOVERNANCE
In order to reduce cost of posting and speedy delivery of documents,
service of documents through electronic mode has been permitted under
section 53 of the Companies Act, 1956 in place of service of document
under certificate of posting. Similarly, to reduce the consumption of
papers and speedy secure delivery, service of copies of Balance Sheets
and Auditors Report etc., to the members of the company as required
under section 219 of the Companies Act, 1956 has been allowed to be
served through electronic mode by capturing their e-mail addresses
available with the depositories or by obtaining directly from the
shareholders.
INSURANCE
The Company''s assets are adequately insured against the loss of fire
and other risk, as considered necessary by the Management from time to
time The Company has also taken insurance cover for any claims /losses
arising out of its core business of security broking.
ACKNOWLEDGMENT:
Your director''s wishing to place on record their appreciation for the
contribution made by employees at all levels and only due to their hard
work, solidarity and support. Your directors also wish to thank the
customers, dealers, agents.
Suppliers, partners, investors, banks and other stakeholders for their
continued support and faith respond in the Company. We lookforward to
their continued support in the future.
For and behalf of the Board
Date : 30.05.2013
Place: Indore Sd/- Sd/-
H.S. Bhatia G.S. Bhatia
Managing Director Director
Mar 31, 2012
To The Members of Simran Farms Limited
The Directors have pleasure in presenting the 25th Annual Report of
your company together with the Audited statements Accounts for the year
ended on 31st March, 2012. The Financial Results of the company in the
year under review are as under:
FINANCIAL AND OPERATIONAL PERFORMANCE.
(Rs. In Lacs )
Year ended Year ended
31/3/2012 31/03/2011
Total Income 22970.59 16602.13
Total Expenditure 22786.13 15906.38
Profit before depreciation 184.46 695.75
Depreciation 81.70 69.87
Profit/Loss after deprecation
but before prior period adjustments
and extraordinary income 102.76 625.88
Add: Extraordinary item 1.03 2.18
Add: Excess provisions W/B 0.00 1.57
Add: Prior years adjustment 0.00 (28.68)
Profit/Loss be for tax 103.79 600.95
Provision for taxation:
Income Tax 35.25 210.11
Deferred Tax Assets/Liability 0.89 (8.15)
Profit/Loss after tax 67.65 398.99
Paidup Equity Share Capital 379.17 379.17
Reserves 1380.03 1347.64
During the financial year, Company continued to grow in terms of sales
turnover, however the overall profitability of the company was lower-the
reasons were the cost of poultry feed was very high in the last couple
of months and decrease of sale price of chicks. Further during the
financial year your company has achieved good turnover but due to
increase in price of feed ingredients, your Company could achieve Net
profit of Rs. 67.65 Lacs in comparison to previous year's net profit
ofRs. 398.99 lacs.
DIVIDEND
In spite of low profitability, your Directors are pleased to recommend
a dividend of 8% on the equity shares i.e. Rs. 0.80/- per Equity Share of
face valueRs. 10/- subject to Approval of the members in ensuing Annual
General Meeting.
DIRECTORS:
In accordance with the provision of the Companies Act, 1956, and As per
Article 115 of Article of Association of the Company, Shri Surjeet
Singh Kohli, retire from the Board of Directors by rotation and being
eligible offer himself for reappointment in ensuing Annual General
Meeting.
STANDALONE FINANCIAL STATEMENT
The Ministry of Corporate Affairs (MCA) vide notification No.S.0.447(E)
dated 28th February, 2011 amended the existing Schedule VI to the
Companies Act, 1956. The Revised Schedule VI is applicable from
financial year commencing from 01st April, 2011. The Financial
Statements of your company for the year ended 31st March, 2012 have
been prepared in accordance with the Revised Schedule VI and
accordingly, the previous year's figures have been
reclassified/regrouped to conform to this year's classification.
SUBSIDIARY COMPANY AND CONSOLIDATION OF ACCOUNTS
The Ministry of Corporate Affairs has vide its circular dated 08th
February 2011, had granted general exemption to companies from
attaching to their balance sheet, the accounts and other documents of
their subsidiaries companies, subject to fulfill of specified
conditions. In view of this general exemption and being in compliance
with the conditions thereof, the accounts and other documents of the
company's subsidiaries are not attached to the Annual report of the
company. The consolidated financial statement of the Company, which
includes the financial information of its subsidiary (i.e. Pure gene
Biotech Limited) are forming part of this.
The Annual accounts and financial statements of the Subsidiary company
of your company and related detailed information shall be made
available to members on request and are open for inspection at the
Registered office of your company.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the Report of Board of
Directors) Rules 1988, the Poultry is exempted. Further the Company's
operations do not involve substantial consumption of energy in
comparison to cost of production, However possible energy conservation
measures have been implemented with a view to conserve and optimize the
use of energy.
Technology absorption:
The Company has neither purchased within India nor imported any
technology.
Foreign Exchange Earnings and Outgo : Rs. Nil
Total foreign exchange earned : Rs. Nil
Total foreign exchange used : Rs. 326447
DIRECTOR'S RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to the Director's Responsibility Statement,
your directors hereby confirm:
I) That in the preparation of the annual accounts for the financial
year ended 31st March 2012; the applicable accounting standards have
been followed except accounting standard 13;
II) That they have selected such accounting policies and applied them
consistently and made judgments, and estimate 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 financial year and of the profit of the
Company for the year under review;
III) That they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provision of this
Act, for safeguarding the assets of the Company and for preventing and
detecting Fraud and other irregularities.
(IV) That they have prepared the annual accounts on a going concern
basis.
AUDITORS:
M/s Khandelwal Kakani & Co., auditors of the company, retires as the
auditors at the ensuing Annual General Meeting and being eligible,
offers them for reappointment.
COMMENTS ON AUDITORS REPORT
The qualification of Auditors regarding non provisions of diminution in
value of shares of Rs. 15.01 Lacs of subsidiary Company, the directors of
the opinion that In view of, recovering maximum losses of subsidiary
company and future profits of the subsidiary company, the Directors
expects to recover all the losses in short period, hence not provided.
Further the Auditors in their report have referred to the notes forming
part of the Accounts which are self-explanatory and do not require any
explanation.
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges an Audit Committee Comprises of Shri Surendra
Singh, CA Shri Lalit Khatri and Shri Surjit Singh.
PUBLIC DEPOSITS
Your Company has not accepted any Public deposit within the meaning of
section 58Aof the Companies Act 1956, read with the Companies
(Acceptance of Deposit) Rules, 1975 CORPORATE GOVERNANCE:
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of the Corporate Governance as stipulated under clause
49 of the Listing Agreement and also the Management Discussion and
Analysis Report and CEO certification are annexed hereto and form part
of the report.
PARTICULARS OF EMPLOYEES
The Company did not have any employee, during the year drawing
remuneration attracting the provision of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rule 1975.The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
HUMAN RESOURCES DEVELOPMENT
Your Company believes that nurturing and development of human capital
is of key importance for its operations, The HR policies and procedures
of your Company are geared up towards this objective. In totality our
employees have shown a high degree of maturity and responsibility in
responding to the changing environment, economic and the market
condition.
SECRETARIAL COMPLIANCE CERTIFICATE
A Secretarial Compliance Certificate is obtained from Practicing
Company Secretary in terms of provisions of section 383A(1) of the
Companies Act, 1956. Further, In terms of Section 219(1) (b) (IV) of
the act, the Report and Accounts are being sent to the Members
excluding the aforesaid Annexure. The Annexure is available for
inspection by Members at the registered office of the Company during
business hours on working days up to the date of the ensuing AGM, and
if any Member is interested in obtaining a copy thereof such Member may
write to the company whereupon a copy would be sent.
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
The code of conduct has posted on website of the company i.e
www.simranfarms.com
LISTING OFTHE SHARES
Equity shares of the company are listed on Bombay Stock Exchange Ltd.,
Mumbai.
DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form
and your Company has connectivity with both the Depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository
Service (India) Limited (CDSL). In view of the numerous advantage
offered by the Depository System, members are requested to avail of the
facility of Dematerialization of the Company's shares on either of
the Depositories mentioned as aforesaid.
GREEN INITIATIVES IN THE CORPORATE GOVERNANCE
In order to reduce cost of posting and speedy delivery of documents,
service of documents through electronic mode has been permitted under
section 53 of the Companies Act, 1956 in place of service of document
under certificate of posting. Similarly, to reduce the consumption of
papers and speedy secure delivery, service of copies of Balance Sheets
and Auditors Report etc., to the members of the company as required
under section 219 of the Companies Act, 1956 has been allowed to be
served through electronic mode by capturing their e-mail addresses
available with the depositories or by obtaining directly from the
shareholders.
INSURANCE
The Company's assets are adequately insured against the loss of fire
and other risk, as considered necessary by the Management from time to
time. The Company has also taken insurance cover for any claims /losses
arising out of its core business of security broking.
ACKNOWLEDGMENT:
Your directors wish to place on record their appreciation for the
contribution made by employees at all levels and only due to their hard
work, solidarity and support company is on growth path. Your directors
also wish to thank the customers, dealers, agents. Suppliers, partners,
investors, banks and other stakeholders for their continued support and
faith respond in the Company. The Company is also thankful to the
various Government Authorities. We look forward to their continued
support in the future.
For and behalf of the Board
Date : 30.05.2012
Place: Indore H.S. Bhatia G.S. Bhatia
Managing Director Director
Mar 31, 2011
To the members of Simran Farms Limited
The Directors have pleasure in presenting the 24th Annual Report of
your company together with the Audited state- ments Accounts for the
year ended on 31st March, 2011. The Financial Results of the company in
the year under review are as under:
FINANCIAL & OPERATIONAL PERFORMANCE
[Rs. In Lacs]
Year ended Year Ended
31/3/2011 31/03/2010
Total Income 16941.31 14186.41
Total Expenditure 16245.55 13560.22
Profit before depreciation 695.76 626.19
Depreciation 69.87 59.28
Profit/Loss after deprecation but
before prior period adjustments 625.89 566.91
and extra ordinary income
Add: Extra ordinary item 2.17 0.00
Add: Excess provisions W/B 1.57 0.58
Add: Prior years adjustment (28.68) (2.39)
Profit/Loss before tax 600.95 565.10
Provision for taxation
Income Tax 210.11 189.56
Deferred Ta x Assets/Liability (8.15) 34.17
Profit/Loss after tax 398.99 341.37
Paid up Equity Share Capital 379.17 379.17
Reserves 1347.64 992.86
The year under review your company, posted yet another year of stellar
performance with an impressive top line growth and high quality earning
reflecting robustness of its corporate strategy of creating multiple
drivers of growth.
During the year, the company has scaled new height in terms of sales,
profits and net worth. Sales for the year was Rs. 164.73 crore against
Rs. 135.93 crore in the previous year and registering growth of 21.18%.
Profit after tax for the year was Rs. 398.99 lacs as against Rs 341.37
lacs in previous year, at a growth of 16.87%.
DIVIDEND
This year after looking at the consistent growth in performance, your
Directors are pleased to recommend a dividend of 10% on the equity
shares i.e. Re. 1/- per Equity Share of face value Rs.10/- subject to
Approval of the members in ensuing Annual General Meeting .
DIRECTORS:
In accordance with the provision of the Companies Act, 1956 Shri
Surendar Singh, and Shri Gurdeep Singh Bhatia retire from the Board of
Directors by rotation and they are eligible offer themselves for
reappointment in ensuing Annual General Meeting.
SUBSIDIARY COMPANY:
In accordance with the General Circular No. 2/2011 issued by the
Ministry of Corporate Affairs, Government of India, the Balance Sheet,
Profit and loss Account and other statements of the Subsidiary Company
are not being attached with the Annual Report of the Company. The
Company will make available the Annual Accounts of the Subsidiary
Company and the related detailed information to any member of the
Company who may be interested in obtaining the same. The Annual
Accounts of the Subsidiary Company will also be kept open for
inspection at the registered office of the Company. The Consolidated
Financial Statements presented by the Company include the financial
results of the subsidiary company.
CONSOLIDATION OF ACCOUNTS
In accordance with the requirement of Accounting Standards prescribed
by the Institute of the Chartered Accountants of India, the
consolidated account of your Company is annexed to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the Report of Board of
Directors) Rules 1988, the Poultry is exempted. Further the Company's
operations do not involve substantial consumption of energy in
comparison to cost of production, However possible energy conservation
measures have been implemented with a view to conserve and optimize the
use of energy.
Technology absorption:
The Company has neither purchased within India nor imported any
technology.
Foreign Exchange Earnings and Outgo : Rs. Nil
Total foreign exchange earned : Rs. Nil
Total foreign exchange used : Rs. Nil
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies Act
1956 with respect to Directors responsibility statement, it is hereby
confirmed: -
I. That in the preparation of the accounts for the financial year
ended on 31st March 2011, the applicable accounting standards have been
followed except accounting standard 13.
II. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of financial year and of the
profit of the company for the year under review.
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 for the safe guarding the assets
of the company and for preventing and detecting fraud and
irregularities.
IV. That the Directors have prepared the accounts for the financial
year ended on 31st March 2011 for on a going concern basis.
AUDITORS:
M/s Khandelwal Kakani & Co., auditors of the company, retires as the
auditors at the ensuing Annual General Meeting and being eligible,
offers them for reappointment.
COMMENTS ON AUDTIORS REPORT
The qualification of Auditors regarding non provisions of diminution in
value of shares of Rs. 27.70 Lacs of subsidiary Company, the directors
of the opinion that in view of, recovering maximum losses of subsidiary
company and future profits of the subsidiary company, the Directors
expects to recover all the losses in short period, hence not provided.
Further the Auditors in their report have referred to the notes forming
part of the Accounts which are self-explanatory and do not require any
explanation.
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges a Audit Committee Comprises of Shri Surendra Singh,
CA Shri Lalit Khatri and Shri Surjit Singh.
PUBLIC DEPOSITS:
During the year the company did not invite public deposits within the
meaning of section 58A of the companies Act, 1956 and rules made there
under.
CORPORATE GOVERNANCE:
A Report on the corporate Governance code along with a certificate from
the Auditors of the Company regarding the compliance of conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement as also the Management Discussion and Analysis Report and CEO
certification are annexed to this report.
PERSONNEL
The company did not have any employee during the year drawing
remuneration attracting the provisions of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employee)
Rules 1975.The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
SECRETARIAL COMPLIANCE CERTIFICATE
A Secretarial Compliance Certificate is obtained from L.N. Joshi &
Company, Practicing Company Secretary in terms of provisions of section
383A(1) of the Companies Act, 1956.
LISTING OF THE SHARES
Equity shares of the company are listed on Bombay Stock Exchange Ltd.,
Mumbai.
DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositaries i.e. National
Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail of the facility
of Dematerialization of the Company's shares on either of the
Depositories mentioned as aforesaid.
GREEN INITIATIVES IN THE CORPORATE GOVERNANCE
In order to reduce cost of posting and speedy delivery of documents,
service of documents through electronic mode has been permitted under
section 53 of the Companies Act, 1956 in place of service of document
under certificate of posting. Similarly, to reduce the consumption of
papers and speedy secure delivery, service of copies of Balance Sheets
and Auditors Report etc., to the members of the company as required
under section 219 of the Companies Act, 1956 has been allowed to be
served through electronic mode by capturing their e-mail addresses
available with the depositories or by obtaining directly from the
shareholders.
ACKNOWLEDGMENT:
Your directors wish to place on record their appreciation for the
contribution made by employees at all levels and only due to their hard
work, solidarity and support company is on growth path. Your directors
also wish to thank the customers, dealers, agents. Suppliers, partners,
investors, banks and other stakeholders for their continued support and
faith respond in the Company. The Company is also thankful to the
various Government Authorities. We look forward to their continued
support in the future.
Place: Indore By Order of the Board
Date: 26.05.2011 For SIMRAN FARMS LIMITED
H.S. BHATIA G.S. Bhatia
Managing Director Director
Mar 31, 2010
The Directors have pleasure in presenting the 23rd Annual Report of
your company together with the Audited state- ments Accounts for the
year ended on 31 st March, 2010. The Financial Results of the company
in the year under review are as under:
FINANCIAL & OPERATIONAL PERFORMANCE
[Rs. In Lacs]
Year ended Year Ended
31/3/2010 31/03/2009
Total Income 14186.41 7609.98
Total Expenditure 13560.22 7311.00
Profit before depreciation 626.19 298.98
Depreciation 59.28 50.35
Profit/Loss after deprecation but 566.91 248.62
before prior period adjustments and
extra ordinary income
Add: Extra ordinary item 0.00 74.18
Add: Excess provisions W/B 0.58 0.02
Add: Prior years adjustment (2.39) 6.21
Profit/Loss before tax 565.10 329.04
Provision for taxation
Income Tax 189.56 49.75
Deferred Tax Assets/Liability 34.17 55.50
Fringe Benefit Tax 0.00 2.79
Profit/Loss after tax 341.37 221.02
Paid up Equity Share Capital 379.17 379.17
Reserves 992.86 651.50
The year under review your company performed tremendously well. Even
during the sluggish market condition your company was able to achieve
its all time high profit. This was a landmark year for the company for
its operating performance.
During the year, the company has scaled new height and set several new
benchmarks in terms of sales, profits and net worth Sales for the year
was Rs. 140.94 crore against Rs. 75.09 crore in the previous year and
registering growth of 87.70% . Profit after tax for the year was Rs.
341 37 lacs as against Rs 221.02 lacs in previous year, at a growth of
54.45%.
DIVIDEND
To conserve & resources of profit, Your Directors regret their
inability to recommend any dividend for the year under review.
DIRECTORS:
CA Lalit Kumar Khatri was co-opted on the Board as an additional
Director, in terms of Section 260 of the Companies Act, 1956 he shall
hold office only upto the date of the ensuing Annual General Meeting.
The company has received requisite notice in writing from a member
proposing his candidature for the office of Director liable to retire
by rotation.
Further, Shri Surjit Singh Kohli, a Director retiring by rotation has
offered himself for re-appointment at the ensuing Annual General
Meeting.
SUBSIDIARY COMPANY:
Information and Documents Pursuant to the provisions of the Section 212
of the Companies Act 1956 relating to Puregene Biotech Limited, a
Subsidiary Company is annexed forming Part of this Report.
CONSOLIDATION OF ACCOUNTS
In accordance with the requirement of Accounting Standards prescribed
by the Institute of the Chartered Accountants of India, the
consolidated account of your Company is annexed to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the Report of Board of
Directors) Rules 1988, the Poultry is exempted. Further the Companys
operations do not involve substantial consumption of energy in
comparison to cost of production, However possible energy conservation
measures have been implemented with a view to conserve and optimize the
use of energy.
Technology absorption:
The Company has neither purchased within India nor imported any
technology.
Foreign Exchange Earnings and Outgo : Rs. Nil
Total foreign exchange earned : Rs. Nil
Total foreign exchange used : Rs. Nil
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies Act
1956 with respect to Directors responsibility statement, it is hereby
confirmed: -
I. That in the preparation of the accounts for the financial year
ended on 31- March 2010, the applicable accounting standards have been
followed except accounting standard 13 & 15.
II. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of financial year and of the
profit of the company for the year under review.
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 for the safe guarding the assets
of the company and for preventing and detecting fraud and
irregularities.
IV. That the Directors have prepared the accounts for the financial
year ended on 31- March 2010 for on a going concern basis.
AUDITORS:
M/s Khandelwal Kakani & Co., auditor of the company, retires as the
auditors at the ensuing Annual General Meeting and being eligible,
offers them for reappointment
COMMENTS ON AUDTIORS REPORT
The qualification of Auditors regarding non provision of
Retirement/post retirement benefits, the Directors in view of the
employees turnover are of the opinion that the company has no material
liability on this account. The management is in process of obtaining
the actuarial valuation regarding these liabilities and also
approaching insurance companies for obtaining policies for its
gratuity/leave encashment liabilities.
Further qualification of Auditors regarding non provisions of
diminution in value of shares of Rs. 34.25 Lacs of subsidiary Company,
the directors of the opinion that In view of, recovering maximum losses
of subsidiary company and future profits of the subsidiary company the
Directors expects to recover all the losses in short period, hence not
provided.
RECONSTITUTION OF AUDIT COMMITTEE:
Audit committee of the company previously comprises Shri Surender
Singh, Shri Gurdeep Singh and Shri Surjit Singh. Board of director of
your company believe in rotational policy among the committees for the
purpose of achieving transparency and proper accountability among
operations of the committee and in result of such policy company
introduced CA Shri. Lalit Khatri in place of Mr. Gurdeep Singh as
member of audit committee. CA Shri. Lalit Khatri is Charted Accountant
by profession and having more then 25 years thorough experience in
Corporate Finance and Project management activities.
PUBLIC DEPOSITS:
During the year the company did not invite public deposits within the
meaning of section 58A of the companies Act, 1956 and rules made there
under.
CORPORATE GOVERNANCE:
A Report on the corporate Governance code along with a certificate from
the Auditors of the Company regarding the compliance of conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement as also the Management Discussion and Analysis Report and CEO
certification are annexed to this report.
PERSONNEL
The company did not have any employee during the year drawing
remuneration attracting the provisions of section 217 (2A) of the
Companies Act, 1956read with the Companies (particulars of employee)
Rules 1975. The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
SECRETARIAL COMPLIANCE CERTIFICATE
A Secretarial Compliance Certificate is obtained from Practising
Company Secretary in terms of provisions of section 383A(1)of the
Companies Act, 1956. Further, In terms of Section 219(1) (b) (IV) of
the act, the Report and Accounts are being sent to the Members
excluding the aforesaid Annexure. The Annexure is available for
inspection by Members at the registered office of the Company during
business hours on working days up to the date of the ensuing AGM, and
if any Member is interested in obtaining a copy thereof such Member may
write to the company whereupon a copy would be sent.
LISTING OF THE SHARES
Equity shares of the company are listed on Bombay Stock Exchange Ltd.,
Mumbai.
DEPOSITORY SYSTEM
Your Companys shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositaries i.e. National
Securities Depostory Limited (NSDL) and Central Depository Service
(India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail of the facility
of Dematerialization of the Companys shares on either of the
Depositories mentioned as aforesaid.
ACKNOWLEDGMENT:
The Board would like to express their sincere appreciation to the
Financial Insttutions, Banks and companies valued investors and
customers for their continued co-operation and support.
Your Directors also take this opportunity to acknowledge the dedicated
efforts made by Shareholders, Customers, suppliers, business
associates, workers staff, and officers at all level for their
contribution to the success of the company. We look forward to their
continued support in the future.
Place: Indore By Order of the Board
Date: 31.05.2010
H.S. BHATIA K.S. Bhatia
Managing Director Director