Mar 31, 2015
Dear Members,
The Directors are pleased to present the Annual Report together with
the Audited Accounts of your Company for the financial year ended 31st
March 2015.
FINANCIAL RESULTS
(Rs in Lacs)
YEAR ENDED
Sr. PARTICULARS 31.03.2015 31.03.2014
No
1. Sales 0.00 0.00
2. Profit before Interest & (1.39) (53.24)
Depreciation
3. Interest 0.00 0.01
4. Depreciation 2.08 5.83
5. Profit Before Tax & (3.47) (47.40)
Extra-ordinary items
6. Tax Provision 0.00 0.00
(Net of Deferred Tax)
7. Profit After Tax (3.47) (47.40)
8. Extra-Ordinary Items 227.60 (13.21)
9. Profit available for 224.13 (60.61)
Appropriation
10 Balance carried to Balance Sheet 224.13 (60.61)
FINANCIAL HIGHLIGHTS AND OPERATIONS
Your company had been in the Hybrid Seeds business since inception.
Pursuant to the Scheme of Reconstruction and Rearrangement the Seed
Business was transferred to another company. We continued Cotton and
Paddy seed production for few years. However last year that activity
was also closed. Keeping in view the vast opportunities available in
the Real Estate and Infrastructure field, it was then decided to
venture into these areas. Accordingly the main objects of the Company
were changed through Postal Ballot. We also applied to Registrar of
Companies for change of name to suit the new business line of the
Company. Accordingly "TECHINDIA NIRMAN LIMITED" has been allotted to
the Company.
Although no business has been conducted by the Company in this year, we
are gearing up to venture into the new line of business of Real Estate
and Infrastructure Development.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of
Listing Agreement forms part of the Annual Report. The Requisite
Certificate from the Auditors of the Company, Gautam N Associates,
Chartered Accountants, Aurangabad confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2014-15.
DEPOSITS
Your company has not accepted any fixed deposits during the year under
review.
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks.
DIRECTORS & KEY MANAGERIAL PERSON
Mr. Akash Kagliwal, Director retires by rotation and being eligible
offers himself for re-appointment. Pursuant to Clause 49 of the Listing
Agreement, Details of Directors retiring by rotation is provided as
part of the Notice of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges. The Company has devised a
Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors which includes criteria for
performance evaluation of the non-executive directors and executive
directors.
AUDITORS
At the Annual General Meeting held on May 17th 2014, M/s Gautam N
Associates, Chartered Accountants, Aurangabad were appointed as the
Statutory Auditors of the Company to hold office till the conclusion of
the Annual General Meeting to be held in the calendar year 2018. In
terms of the first proviso to Section 139 of the Companies Act 2013,
The appointment of the Auditors shall be placed for ratification at
every Annual general Meeting. Accordingly, The appointment of M/s
Gautam N Associates, Chartered Accountants, as statutory auditors of
the Company, is placed for ratification by the shareholders. In this
regard, The Company has received a certificate from the Auditors to the
effect that if they are re-appointed, it would be in accordance with
the provisions of section 141 of the Companies Act 2013.
AUDITORS' REPORT
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITOR
M/s Neha P Agrawal, Practising Company Secretary has been appointed as
the secretarial Auditor of the Company for the financial year 2015-16
as required under Section 204 of the Companies Act 2013 and Rules
thereunder. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith marked as Annexure III to this
Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
COMMITTEES OF THE BOARD
Currently the Board has five committees: The Audit Committee, the
stakeholders' relationship committee, the nomination & remuneration
committee, risk Management Committee, & whistle blower committee.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this Annual Report. The
Composition of the Committees and compliances, as per the applicable
provisions of the Act and Rules are as follows:
Name of the Composition of the Highlights of Duties,
Committee Committee responsibilities and
activities
Audit R.S. Attal-Chairman * All recommendations made
Committee Shrirang Agrawal, by the Audit Committee
Akash Kagliwal during the year were
accepted by the Board.
* In accordance with the
requirements of the
Listing Agreement,
The Company has
formulated policies on
related party
transactions.
Stakeholders' R.S. Attal-Chairman * The Committee reviews
and ensures redressal
Relationship Shrirang Agrawal, of investor grievances.
Committee Akash Kagliwal * The Committee noted that
all the grievances of
the investors have been
resolved during the year.
Nomination and R.S. Attal-Chairman * To formulate the
Remuneration Shrirang Agrawal, criteria for determining
Committee Satish Kagliwal qualifications, positive
attributes and
independence of a
Director, and
recommend to the Board a
policy, relating to the
remuneration for the
Directors, key
managerial personnel and
other employees.
* To carry out evaluation
of every Director's
performance.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are
provided in the standalone financial statement (Please refer to Note 9
and 10 to the standalone financial statement).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act,
2013, the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies, consulted the
Statutory Auditors and has 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 31st March, 2015
and of the profits of the company for that period.
iii. It has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities, to the best of its knowledge
and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
v. The Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operation efficiently.
vi. 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo required under the Companies (Accounts)
Rules, 2014.
Conservation of Energy:
The Company has taken necessary measure to achieve economy in
consumption of energy.
Technology Absorption & Research and Development:
The company has employed state-of-the-art technology, wherever
applicable.
Expenditure on R & D NIL
Foreign Exchange Earning and Outgo: Earnings NIL
Outgo NIL
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
IV to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of TECHINDIA NIRMAN LIMITED continue to work with great
dedication and commitment. The Board desires to place on record its
appreciation to all the employees of the company during the year under
review.
The Board also acknowledges the support given by Banks, Financial
Institutions and Government Authorities.
For and on behalf of the Board of Directors
30th May 2015
Registered Office:
Nath House,
Nath Road Managing Director Director
Aurangabad-431005 Satish Kagliwal Akash Kagliwal
DIN:00119601 DIN:01691724
Mar 31, 2014
The Directors are pleased to present the Annual Report together with
the Audited Accounts of your Company for the financial year ended 31st
March 2014.
FINANCIAL RESULTS
(Rs In Lacs)
YEAR ENDED
Sr. PARTICULARS 31.03.2014 31.03.2013
No
1. Sales 0 1240.25
2. Profit before Interest & Depreciation (53.24) 31.19
3. Interest 0.01 16.59
4. Depreciation 5.83 6.48
5. Profit Before Tax (47.4) 8.12
6. Tax Provision 0 0
7. Profit After Tax (47.4) 8.12
8. Extra-Ordinary Items (13.21) 0
9. Profit carried to Balance Sheet (60.61) 8.12
OVERALL PERFORMANCE AND OUTLOOK
Your company had been in the Hybrid Seeds business since inception.
Pursuant to the Scheme of Reconstruction and Rearrangement the Seed
Business was transferred to another company. We continued Cotton and
Paddy seed production for few years. However last year that activity
was also closed. Keeping in view the vast opportunities available in
the Real Estate and Infrastructure field, it was then decided to
venture into these areas. Accordingly the main objects of the Company
were changed through Postal Ballot. We also applied to Registrar of
Companies for change of name to suit the new business line of the
Company. Accordingly "TECHINDIA NIRMAN LIMITED" has been allotted to
the Company.
Although no business has been conducted by the Company in this year, we
are gearing up to venture into the new line of business of Real Estate
and Infrastructure Development.
CHANGE OF NAME OF THE COMPANY
With reference to the Change in the Business activity of the Company,
the management has as stated in the notice of the Annual General
Meeting proposed to change the name of the Company to "TECH INDIA
NIRMAN LIMITED". The Board of Directors will ensure the due compliance
of all the terms and conditions as stipulated by the Listing Agreement,
The Companies Act 2013 during the process of name change.
MANAGEMENT REVIEW ANALYSIS
The company had made its name in the agriculture sector. With the
change of business line the company is now in the process of venturing
into real estate and infrastructure sector. Your company has a good
exposure in the real estate market and has considerable landed assets
in Aurangabad. The real estate market, although dull at this juncture
has a tremendous scope of growth. We as a company plan to venture into
this sector to reap operational benefits in future.
i. OPPORTUNITIES AND THREATS The real estate market is open to
strategic opportunities but then it is also prone to the ups and downs
from time to time. We are entering in this area at a time when the
market is undergoing a slow down. Our asset base would be well placed
at this juncture to catch the upside in the coming few years. Also, as
management the company is well placed with competent persons to encash
the future opportunities while keeping the inherent risks under check.
ii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE The Company would only be
dealing in the real estate business from this year onwards and hence
would be reported as one segment.
iii. OUTLOOK, RISK AND CONCERNS The main risk in the real estate and
infrastructure industry is high cost of construction and variable
demand from time to time. The Company feels that with the large asset
base available at its disposal and also with competent management, the
company would be able to face the situation better in future. There is
an opportunity to accelerate growth in the real estate sector which has
remained stagnant for over past few years.
iv. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY There is adequate
internal control system in the company through internal audit and
regular operational reviews.
v. DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT During
the year a number of key HR initiatives were taken up to link business
objectives with employee performance. The human resources of the
Company are adequately motivated to work towards optimal performance.
The industrial relations are also cordial.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of
Listing Agreement forms part of the Annual Report. The Requisite
Certificate from the Auditors of the Company, Gautam N Associates,
Chartered Accountants, Aurangabad confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2013-14.
DEPOSITS
The Company had accepted Fixed Deposits as per section 58A of the
Companies Act, 1956, and has strictly adhered to all the applicable
laws and regulations including the Companies Act, 1956 read with Rules
issued thereunder. The Company has complied with all the necessary
requirements while accepting deposits.
The Company has repaid all its fixed deposit holders during the year
2013 and there are no fixed deposits as per section 58A of the
Companies Act, 1956 for the year ended 31st March 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO:
In terms of rule 2 of The Companies (Disclosure of particulars in the
report of Board of Directors Rules, 1988) the relevant particulars are
given as under.
Conservation of Energy:
The Company has taken necessary measure to achieve economy in
consumption of energy.
Technology Absorption & Research and Development:
The company has employed state-of-the-art technology, wherever
applicable.
Expenditure on R & D NIL
Foreign Exchange Earning and Outgo: Earnings NIL
Outgo NIL
DIRECTORS
Mr. Shrirang Agrawal, Director retires by rotation and being eligible
offers himself for re- appointment. Pursuant to Clause 49 of the
Listing Agreement, Details of Directors retiring by rotation is
provided as part of the Notice of the ensuing Annual General Meeting.
Mr. Satish Kagliwal was appointed as the Whole Time Director of the
company, and his term of office expires on 1st October 2014, and as
stated in the Notice of the Annual General Meeting it is proposed to
appoint him as the Managing Director of the Company. Mr. Satish
Kagliwal is is a Managing Director in Nath Bio-Genes (India) Limited &
the Board of Directors have given their unanimous approval for his
appointment as Managing Director of our Company.
COMPANY SECRETARY
Pursuant to the provisions of the Companies Act, 1956, your company has
appointed Ms. Krutika Apte as a full time Company Secretary of the
Company for ensuring the compliance of all necessary statutory
requirements and procedures.
AUDITORS
M/s Gautam N Associates, Chartered Accountants, Aurangabad retire at
the ensuing Annual General Meeting and being eligible, have expressed
their willingness to continue, if so appointed. As required under the
provisions of section 139(1) of 2013 Act & the Companies (Audit &
Auditors) Rules 2014, your Company has obtained a written certificate
from the Auditors proposed to be re-appointed to the effect that, if
the appointment is made it shall be in accordance with the conditions
as may be prescribed. The Board hereby requests the members to
reappoint M/s Gautam N Associates, Chartered Accountants, Aurangabad as
the Auditors for period of three years from the conclusion of this
Annual General Meeting till the Annual General Meeting to be held in
2017.
AUDITORS REPORT
The Auditors in their Report have commented regarding the penalty
proceedings initiated by Income Tax Department. Here it is clarified
that the base demand on which the penalty proceedings have been
initiated has already been allowed by the department. Hence we have
appealed against this penalty proceeding with the department and are
confident that the issue will be decided in our favour. The other
comments are self-explanatory, and therefore, in the opinion of the
Directors, do not call for any further explanation.
PARTICULARS OF EMPLOYEES
As required by Section 217 (2 A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, as amended, the
information be treated as NIL, as no employee is drawing salary equals
to or above the limits mentioned in the said Section and Rules.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures.
ii. It has in the selection of the accounting policies, consulted the
Statutory Auditors and has 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 31st March, 2014
and of the profits of the company for that period.
iii. It has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities, to the best of its knowledge
and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of NATH SEEDS LIMITED continue to work with great
dedication and commitment. The Board desires to place on record its
appreciation to all the employees of the company during the year under
review.
The Board also acknowledges the support given by Banks, Financial
Institutions and Government Authorities.
For and on behalf of the Board of Directors
23rd April 2014
Registered Office:
Nath House,
Nath Road, Whole Time Director Director
Aurangabad-431005 Satish Kagliwal Akash Kagliwal
DIN 00119601 DIN 01691724
Mar 31, 2013
The Directors are pleased to present the Annual Report together with
the Audited Accounts of your Company for the financial year ended 31st
March 2013.
FINANCIAL RESULTS (Rs in Lacs)
YEAR ENDED
PARTICULARS
Sr.
No 31.03.2013 31.03.2012
1. Sales 1240.25 2360.78
2. Profit before Interest &
Depreciation 31.19 115.45
3. Interest 16.59 100.64
4. Depreciation 6.48 3.41
5. Profit Before Tax 8.12 11.40
6. Tax Provision 0 0
7. Profit After Tax 8.12 11.40
8. Extra-Ordinary Items 0 0
9. Profit carried to Balance Sheet 8.12 11.40
OVERALL PERFORMANCE AND OUTLOOK
The turnover of the Company during the financial year was Rs 1240.25
Lacs as against last year''s 2360.78 Lacs. Your Company is in a
transitional phase and is changing its business operations. This was
the last year for hybrid Seeds Operations. Your Company is now planning
to commence Infrastructure Development. The main objects of the Company
have already been changed to incorporate the new business strategy
through a postal ballet. We are now setting up new plans for
Infrastructure Development and plan to commence new operations over the
next few months.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally. The Report on Corporate
Governance as stipulated under Clause 49 of Listing Agreement forms
part of the Annual Report. The Requisite Certificate from the Auditors
of the Company, Gautam N Associates, Chartered Accountants, Aurangabad
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2012-13.
DEPOSITS
The Company has accepted Fixed Deposits as per section 58A of the
Companies Act, 1956, and has strictly adhered to all the applicable
laws and regulations including the Companies Act, 1956 read with Rules
issued there under. The Company has complied with all the necessary
requirements while accepting deposits. .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO:
In terms of rule 2 of The Companies (Disclosure of particulars in the
report of Board of Directors Rules, 1988) the relevant particulars are
given as under.
Conservation of Energy: The Company has taken necessary measure to
achieve economy in consumption of energy.
Technology Absorption & Research and Development: The Company has
employed state-of-the- art technology, wherever applicable.
Expenditure on R & D NIL
Foreign Exchange Earning and Outgo: Earnings NIL
Outgo NIL
DIRECTORS
Mr. Shrirang Agrawal, Director retires by rotation and being eligible
offers himself for re- appointment. Pursuant to Clause 49 of the
Listing Agreement, Details of Directors retiring by rotation is
provided as part of the Notice of the ensuing Annual General Meeting.
COMPANY SECRETARY
Pursuant to the provisions of the Companies Act, 1956, your company has
appointed Ms. Krutika Apte as a full time Company Secretary of the
Company for ensuring the compliance of all necessary statutory
requirements and procedures.
AUDITORS
M/s Gautam Nandavat Associates, Chartered Accountants, Aurangabad
retire at the ensuing Annual General Meeting and being eligible, have
expressed their willingness to continue, if so appointed. As required
under the provisions of Section 224 of the Companies Act, 1956 your
Company has obtained a written certificate from the Auditors proposed
to be re-appointed to the effect that their re-appointment , if made
would be in conformity with the limits specified in the said section.
The Board hereby requests the members to reappoint M/s Gautam Nandavat
Associates, Chartered Accountants, Aurangabad as the Auditors for the
current year.
AUDITORS REPORT
The Auditors in their Report have made certain comments, regarding non
charging of interest. The Management feels that since the investment
is of strategic nature, no interest is to be charged.
PARTICULARS OF EMPLOYEES
As required by Section 217 (2 A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, as amended, the
information be treated as NIL, as no employee is drawing salary equals
to or above the limits mentioned in the said Section and Rules.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies, consulted the
Statutory Auditors and has 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 31st March, 2013
and of the profits of the company for that period.
iii. It has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities, to the best of its knowledge
and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of NATH SEEDS LIMITED continue to work with great
dedication and commitment. The Board desires to place on record its
appreciation to all the employees of the company during the year under
review. The Board also acknowledges the support given by Banks,
Financial Institutions and Government Authorities.
For and on behalf of the Board of Directors
29th July 2013
Registered Office:
Nath House,
Nath Road, Whole Time Director Director
Aurangabad-431005 Satish Kagliwal Aakash Kagliwal
Mar 31, 2012
The Directors are pleased to present the Annual Report together with
the Audited Accounts of your Company for the financial year ended 31st
March 2012.
FINANCIAL RESULTS
(Rs In Lacs)
YEAR ENDED
Sr. PARTICULARS 31.03.2012 31.03.2011
No
1. Sales 2360.78 1591.44
2. Profit before Interest & Depreciation 115.45 215.46
3. Interest 100.64 108.68
4. Depreciation 3.41 3.59
5. Profit Before Tax 11.40 103.19
6. Tax Provision 0 0
7. Profit After Tax 11.40 103.19
8. Extra-Ordinary Items 0 5.26
9. Profit carried to Balance Sheet 11.40 108.45
OVERALL PERFORMANCE AND OUTLOOK
The turnover of the Company during the financial year was Rs 2360.78
Lacs as against last year's 1591 Lacs. The Company is positive about
its future growth.
MANAGEMENT REVIEW ANALYSIS
i. INDUSTRY STRUCTURE AND DEVELOPMENT
Agriculture remains a pivotal part of the Indian Economy despite the
emergence of other sectors and decreasing GDP Share. The Agri-inputs
industry produces products that provide essential support to modern
agriculture. The Seed is one of the most crucial inputs in agricultural
production.
We continued to play a dominant role in the seed industry & the Company
is now dealing in all types of Hybrid seeds. We have been in this
business since inception and have made tremendous inroads in the seeds
markets.
The main stay of the company is cotton seed, for which we have already
developed a Bt Seed, suitable for Indian Markets.
ii. OPPORTUNITIES AND THREATS
The company had been majoring on cotton seed over the last few years.
However, we have now begun to concentrate on other crops, especially
Paddy and then subsequently wheat thereby changing the product mix of
the company. We have also been concentrating on Research & Development,
with a focus to release new hybrid seeds every 2-3 years. With the
growing seed industry, the company is all poised to reap rich
dividends.
The monsoon factor plays a very important role in the seed industry,
basically because majority of the agrarian society of the nation is
dependent on rains. This factor has played a significant role in the
past and would continue to be a factor for future too.
iii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE
Although the Company deals in research of various types of hybrid
seeds, the seed as such is a single product, and hence is reported as
one segment. However, we keep a track on the product performances and
apart from Cotton; Paddy & Wheat have also been performing well.
iv. OUTLOOK, RISK AND CONCERNS
The main risk in the seed industry is erratic monsoon, which is beyond
control. The Company feels that with the modernization in Irrigation
systems, the seed industry would be able to face the situation better
in future. There is an opportunity to accelerate growth in the farming
sector which has remained stagnant for over past two decades.
However, several other factors like floods, drought and macro economic
factors like demand and supply of end products will have an impact on
this industry.
v. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
There is adequate internal control system in the company through
internal audit and regular operational reviews.
vi. DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT
During the year a number of key HR initiatives were taken up to link
business objectives with employee performance. The human resources of
the Company are adequately motivated to work towards optimal
performance. The industrial relations are also cordial.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of
Listing Agreement forms part of the Annual Report. The Requisite
Certificate from the Auditors of the Company, Gautam N Associates,
Chartered Accountants, Aurangabad confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2011-12.
DEPOSITS
The Company has accepted Fixed Deposits as per section 58A of the
Companies Act, 1956, and has strictly adhered to all the applicable
laws and regulations including the Companies Act, 1956 read with Rules
issued thereunder. The Company has complied with all the necessary
requirements while accepting deposits. .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO:
In terms of rule 2 of The Companies (Disclosure of particulars in the
report of Board of Directors Rules, 1988) the relevant particulars are
given as under.
Conservation of Energy:
The Company has taken necessary measure to achieve economy in
consumption of energy.
Technology Absorption & Research and Development:
The company has employed state-of-the-art technology, wherever
applicable.
Expenditure on R & D NIL
Foreign Exchange Earning and Outgo: Earnings NIL
Outgo NIL
DIRECTORS
Mr. Akash Kagliwal, Director retires by rotation and being eligible
offers himself for re- appointment. Pursuant to Clause 49 of the
Listing Agreement, Details of Directors retiring by rotation is
provided as part of the Notice of the ensuing Annual General Meeting.
COMPANY SECRETARY
Pursuant to the provisions of the Companies Act, 1956, your company has
appointed Ms. Krutika Apte as a full time Company Secretary of the
Company for ensuring the compliance of all necessary statutory
requirements and procedures.
AUDITORS
M/s Gautam Nandavat Associates, Chartered Accountants, Aurangabad
retire at the ensuing Annual General Meeting and being eligible, have
expressed their willingness to continue, if so appointed. As required
under the provisions of Section 224 of the Companies Act, 1956 your
Company has obtained a written certificate from the Auditors proposed
to be re- appointed to the effect that their re-appointment , if made
would be in conformity with the limits specified in the said section.
The Board hereby requests the members to reappoint M/s Gautam Nandavat
Associates, Chartered Accountants, Aurangabad as the Auditors for the
current year.
AUDITORS REPORT
The Auditors in their Report have made certain comments which are
self-explanatory, and therefore, in the opinion of the Directors, do
not call for any further explanation.
PARTICULARS OF EMPLOYEES
As required by Section 217 (2 A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, as amended, the
information be treated as NIL, as no employee is drawing salary equals
to or above the limits mentioned in the said Section and Rules.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures.
ii. It has in the selection of the accounting policies, consulted the
Statutory Auditors and has 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 31st March, 2012
and of the profits of the company for that period.
iii. It has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities, to the best of its knowledge
and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of NATH SEEDS LIMITED continue to work with great
dedication and commitment. The Board desires to place on record its
appreciation to all the employees of the company during the year under
review.
The Board also acknowledges the support given by Banks, Financial
Institutions and Government Authorities.
For and on behalf of the Board of Directors
4th August 2012
Registered Office:
Nath House,
Nath Road, Whole Time Director Director
Aurangabad-431005 Satish Kagliwal Akash Kagliwal
Mar 31, 2010
The Directors are pleased to present the Annual Report together with
the Audited Accounts of your Company for the financial year ended 31st
March 2010.
FINANCIAL RESULTS
(Rs In Lacs)
YEAR ENDED
Sr. PARTICULARS
31.03.2010 31.03.2009
No
1. Sales 2822.06 2831.4
2. Profit before Interest & Depreciation 29.97 2.63
3. Interest 96.89 75.55
4. Depreciation 3.78 3.98
5. Profit Before Tax -70.70 -76.9
6. Tax Provision 0 0.39
7. Profit After Tax -70.70 -77.29
8. Extra-Ordinary Items 1.3 0
9. Profit carried to Balance Sheet -72 -77.29
OVERALL PERFORMANCE AND OUTLOOK
The turnover of the Company during the financial year was Rs 2822 Lacs
as against last yearÃs 2831 Lacs. During this year the Company has sold
land worth 427 Lacs and the same has been included in the sales. The
Company is positive about its future growth.
MANAGEMENT REVIEW ANALYSIS
i. INDUSTRY STRUCTURE AND DEVELOPMENT Agriculture remains a pivotal
part of the Indian Economy despite the emergence of other sectors and
decreasing GDP Share. The Agri-inputs industry produces products that
provide essential support to modern agriculture. Seed is one of the
most crucial input in agricultural production.
We continued to play a dominant role in the seed industry & the Company
is now dealing in all types of Hybrid seeds. We have been in this
business since inception and have made tremendous inroads in the seeds
markets.
The main stay of the company is cotton seed, for which we have already
developed a Bt Seed, suitable for Indian Markets.
ii. OPPORTUNITIES AND THREATS The company had been majoring on cotton
seed over the last few years. However, we have now begun to concentrate
on other crops, especially Paddy and then subsequently wheat thereby
changing the product mix of the company. We have also been
concentrating on Research & Development, with a focus to release new
hybrid seeds every 2-3 years. With the growing seed industry, the
company is all poised to reap rich dividends.
The monsoon factor plays a very important role in the seed industry,
basically because majority of the agrarian society of the nation is
dependent on rains. This factor has played a significant role in the
past and would continue to be a factor for future too.
iii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE Although the Company
deals in research of various types of hybrid seeds, the seed as such is
a single product, and hence is reported as one segment. However, we
keep a track on the product performances and apart from Cotton, Paddy
and Wheat have also been performing well.
iv. OUTLOOK, RISK AND CONCERNS The main risk in the seed industry is
erratic monsoon, which is beyond control. The Company feels that with
the modernization in Irrigation systems, the seed industry would be
able to face the situation better in future. There is an opportunity to
accelerate growth in the farming sector which has remained stagnant for
over past two decades.
However, several other factors like floods, drought and macro economic
factors like demand and supply of end products will have an impact on
this industry.
v. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY There is adequate
internal control system in the company through internal audit and
regular operational reviews.
vi. DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT During
the year a number of key HR initiatives were taken up to link business
objectives with employee performance. The human resources of the
Company are adequately motivated to work towards optimal performance.
The industrial relations are also cordial.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of
Listing Agreement forms part of the Annual Report. The Requisite
Certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2009-10.
DEPOSITS
The Company has accepted Fixed Deposits as per section 58A of the
Companies Act, 1956, and has strictly adhered to all the applicable
laws and regulations including the Companies Act, 1956 read with Rules
issued thereunder. The Company has complied with all the necessary
requirements while accepting deposits. .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO:
In terms of rule 2 of The Companies (Disclosure of particulars in the
report of Board of Directors Rules, 1988) the relevant particulars are
given as under.
Conservation of Energy:
The Company has taken necessary measure to achieve economy in
consumption of energy.
Technology Absorption & Research and Development:
The company has employed state-of-the-art technology, wherever
applicable.
Expenditure on R & D NIL
Foreign Exchange Earning and Outgo: Earnings NIL
Outgo NIL
DIRECTORS
Mr. Shrirang Agrawal, Director retires by rotation and being eligible
offers himself for re- appointment. Pursuant to Clause 49 of the
Listing Agreement, Details of Directors retiring by rotation is
provided as part of the Notice of the ensuing Annual General Meeting.
COMPANY SECRETARY
Pursuant to the provisions of the Companies Act, 1956, your company has
appointed Ms. Krutika Apte as a full time Company Secretary of the
Company for ensuring the compliance of all necessary statutory
requirements and procedures.
AUDITORS
M/s Gautam Nandavat Associates, Chartered Accountants, Aurangabad
retire at the ensuing Annual General Meeting and being eligible, have
expressed their willingness to continue, if so appointed. As required
under the provisions of Section 224 of the Companies Act, 1956 your
Company has obtained a written certificate from the Auditors proposed
to be re- appointed to the effect that their re-appointment , if made
would be in conformity with the limits specified in the said section.
The Board hereby requests the members to reappoint M/s Gautam Nandavat
Associates, Chartered Accountants, Aurangabad as the Auditors for the
current year.
AUDITORS REPORT
The Auditors in their Report have made certain comments which are
self-explanatory, and therefore, in the opinion of the Directors, do
not call for any further explanation.
PARTICULARS OF EMPLOYEES
As required by Section 217 (2 A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, as amended, the
information be treated as NIL, as no employee is drawing salary equals
to or above the limits mentioned in the said Section and Rules.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies, consulted the
Statutory Auditors and has 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 31st March, 2010
and of the profits of the company for that period.
iii. It has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities, to the best of its knowledge
and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of NATH SEEDS LIMITED continue to work with great
dedication and commitment. The Board desires to place on record its
appreciation to all the employees of the company during the year under
review.
The Board also acknowledges the support given by Banks, Financial
Institutions and Government Authorities.
For and on behalf of the Board of Directors
3rd September 2010
Registered Office:
Nath House,
Nath Road, Whole Time Director Director
Aurangabad-431005 Satish Kagliwal Akash Kagliwal
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article