Mar 31, 2025
Your Directors hereby present the Ninetieth (90th) Annual Report on the Business and Operations together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 ("FY 2024-25").
FINANCIAL HIGHLIGHTS:
|
The Company''s financial performance for the year under review is summarized below: |
(Rs. in Lakhs) |
|
|
Particulars |
Year ended |
Year ended |
|
March 31, 2025 |
March 31, 2024 |
|
|
Revenue from Operations |
115.81 |
858.01 |
|
Other Income |
125.50 |
13.60 |
|
Total Income |
241.32 |
871.61 |
|
Total Expenses |
400.88 |
1,320.37 |
|
Profit/(Loss) Before Exceptional Items and Tax |
(159.56) |
(448.76) |
|
Exceptional Items |
(43.14) |
2,604.56 |
|
Profit/(Loss) before Tax |
(202.70) |
2,155.80 |
|
Less: Tax Expense |
||
|
- Tax for Earlier Years |
0 |
0 |
|
- Current Tax |
0 |
425.00 |
|
Profit/(Loss) for the period |
(202.70) |
1730.80 |
|
Other Comprehensive Income (OCI) |
0.93 |
9.02 |
|
Total Comprehensive Income/(Loss) |
(201.78) |
1,739.82 |
REVIEW OF OPERATIONS AND STATE OF THE COMPANY AFFAIRS:
The Financial Statements of the Company for the FY 2024-25, have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) and the provisions of Companies Act, 2013 ("the Act").
During the year under review, the Company had total income of Rs.241.32 Lakhs as against Rs. 871.61 Lakhs in the previous year. The profit/(loss) before tax (after exceptional items) was Rs. (202.70) Lakhs as against Rs. 2155.80 Lakhs in the previous year. The profit/ (loss) after tax was Rs. (202.70) Lakhs as against Rs. 1730.80 Lakhs in the previous year.
The Company operates in a single segment viz. Manufacturing of Confectionery. An analysis of performance for the year including the major developments, if any, has been included in the Management Discussion & Analysis Report, which forms a part of the Annual Report.
CHANGE IN NATURE OF BUSINESS:
There was no change in nature of business carried on by the Company during the financial year under review.
DIVIDEND:
In light of the losses incurred during the year, your Directors do not recommend declaring a dividend for the year under review. TRANSFER TO RESERVES:
During the financial year under review, no amount has been transferred to the reserves.
SHARE CAPITAL:
Authorized Share Capital
The authorized share capital of the company is 3,00,000 (Three Lakh) preference shares of Rs. 100/- (Rupees One Hundred Only) each and 30,00,000 (Thirty Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each.
Issued, Subscribed, Paid-up Share Capital
During the financial year 2024-25, there was no change in the issued, subscribed and paid-up share capital of the Company. The issued, subscribed and paid-up share capital of the Company as on March 31, 2025, was Rs. 34,00,000/- (Rupees Thirty-Four Lakhs Only), divided into 3,40,000 (Three Lakh Forty Thousand) equity shares of Rs. 10/- (Rupees Ten Only) each.
Further, during the year under review, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
PUBLIC DEPOSITS:
During the FY 2024-25, the Company has not accepted any deposits from public/members within the meaning of Section 73 and 76 of the Act read with Companies (Acceptance and Deposits) Rules, 2014.
ANNUAL RETURN:
Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the Annual Return of the Company in Form MGT-7 for the FY 2024-25 is available on the website of the Company and can be accessed at https://trsfl.in/annual-results.html.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board of Directors during the FY 24-25, including the changes therein up to the date of this report, is as follows:
|
Sr. No. |
Name of the Director |
Designation |
|
1. |
Mr. Harshavardhan Doshi |
Chairman & Managing Director |
|
2. |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
|
3. |
Mrs. Ramola Mahajani* |
Independent Director |
|
4. |
Mr. Rajiv Jain |
Independent Director |
|
5. |
Mr. Subodh Mawalankar |
Independent Director |
|
6. |
Mrs. Sirisha Sampat** |
Independent Director |
|
* Tenure of Mrs. Ramola Mahajani as an Independent Director of the Company has been completed w.e.f. July 8, 2025; ** Mrs. Sirisha Sampat is appointed as an Independent Director of the Company w.e.f. May 29, 2025. Key Managerial Personnel (KMP): Pursuant to the provisions of Sections 2(51) and 203 of the Act, the KMPs of the Company during the FY -24-25, including the changes therein up to the date of this report, is as follows: |
||
|
Sr. No. |
Name of the KMP |
Designation |
|
1. |
Mr. Harshavardhan Doshi |
Chairman & Managing Director |
|
2. |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
|
3. |
Mrs. Maahi Ahuja* |
Company Secretary & Compliance Officer |
|
4. |
Ms. Aarti Chheda** |
Company Secretary & Compliance Officer |
|
*Mrs. Maahi Ahuja tendered her resignation from the position of Company Secretary & Compliance Officer w.e.f. March 21, 2025. **Ms. Aarti Chheda is appointed as Company Secretary & Compliance Officer of the Company w.e.f. June 16, 2025. |
||
Retirement by rotation:
In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and in accordance with the Articles of Association of the Company, Mr. Harshavardhan Doshi (DIN: 00688736), Managing Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting ("AGM"), being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Harshavardhan Doshi as Director of the Company.
Declaration from Independent Directors:
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, and as per the Ministry of Corporate Affairs Notification dated October 22, 2019, the Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
Remuneration to Non-Executive Directors:
During the financial year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;
c. We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. We have prepared the annual accounts on a going concern basis;
e. We have 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. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD, IT''S COMMITTEES AND OF INDIVIDUAL DIRECTORS:
Board: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, with regards to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting held on February 12, 2025, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board: The performance of the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders'' Relationship Committee was evaluated by the Board with regards to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder.
Individual Directors: In accordance with the criteria suggested by the Nomination & Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters such as qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board.
MEETINGS OF THE BOARD:
The Board met at regular interval to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company.
During the year under review, 4 (Four) Board Meetings were held i.e. on May 30, 2024, August 13, 2024, November 14, 2024 and February 12, 2025. The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by ICSI.
The details of attendance of the Directors at the meetings held during the year under review is stated herewith:
|
Sr. No. |
Name of Directors |
Designation |
No. of Board Meetings attended |
|
1 |
Mr. Harshavardhan Doshi |
Chairman & Managing Director |
4 |
|
2 |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
4 |
|
3 |
Mrs. Ramola Mahajani |
Independent Director |
3 |
|
4 |
Mr. Rajiv Jain |
Independent Director |
4 |
|
5 |
Mr. Subodh Mawalankar |
Independent Director |
2 |
|
6 |
Mrs. Sirisha Sampat* |
Independent Director |
0 |
|
* Mrs. Sirisha Sampat is appointed as an Independent Director of the Company w.e.f. May 29, 2025. |
|||
COMMITTEES OF THE BOARD:
As required under the applicable provisions of the Act, the Company has constituted following Committees of the Board viz.:
1. Audit Committee;
2. Stakeholders'' Relationship Committee; and
3. Nomination & Remuneration Committee.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Act.
During the FY 2024-25, the Committee met 4 (Four) times i.e. on May 30, 2024, August 13 2024, November 14, 2024 and February 12, 2025.
The composition of the Committee and attendance details for the meetings held during FY 2024-25, and the current composition as reconstituted by the Board of Directors at its meeting held on May 29, 2025, is as follows:
|
Name of Director |
Designation (during the year) |
No. of Meetings attended |
Designation (post reconstitution, w.e.f. May 29, 2025) |
|
|
Mr. Rajiv Jain |
Chairperson |
4 |
Chairperson |
|
|
Mrs. Ramola Mahajani |
Member |
3 |
- |
|
|
Mr. Subodh Mawalankar |
Member |
2 |
Member |
|
|
Mr. Nihal Doshi |
Member |
4 |
Member |
|
|
Mrs. Sirisha Sampat* |
- |
0 |
Member |
|
|
*Mrs. Sirisha Sampat is appoi |
ited as an Ind |
ependent Director of the |
Company w.e.f. May 29, 2025. |
|
All members are financially literate and bring in expertise in the fields of finance, accounting, development, strategy and management.
During the year under review, all the recommendations made by the Committee were accepted by the Board.
Mr. Rajiv Jain, Chairperson of the Audit Committee was present at the last AGM of the Company held on September 19, 2024.
During the year under review and until her resignation, Ms. Maahi Ahuja, Company Secretary & Compliance Officer of the Company, acted as the Secretary to the Committee.
STAKEHOLDERS'' RELATIONSHIP COMMITTEE AND ITS COMPOSITION:
The Composition of the Stakeholders'' Relationship Committee is in compliance with the provisions of Section 178 of the Act.
The Committee is primarily responsible to review all matters connected with the Company''s transfer of securities and redressal of shareholders'' / investors'' / security holders'' complaints.
During the FY 2024-25, the Committee met 1 (One) time i.e. on February 12, 2025.
The composition of the Committee and attendance details for the meetings held during FY 2024-25, and the current composition as reconstituted by the Board of Directors at its meeting held on May 29, 2025, is as follows:
|
Name of Director |
Designation (during the year) |
No. of Meetings attended |
Designation (post reconstitution, w.e.f. May 29, 2025) |
|
Mrs. Ramola Mahajani |
Chairperson |
1 |
- |
|
Mr. Rajiv Jain |
Member |
1 |
Chairperson |
|
Mr. Nihal Doshi |
Member |
1 |
Member |
|
Mrs. Sirisha Sampat* |
- |
0 |
Member |
|
*Mrs. Sirisha Sampat is appointed as an Independent Director of the Company w.e.f. May 29, 2025. |
|||
Mrs. Ramola Mahajani, Chairperson of the Stakeholders'' Relationship Committee was present at the last AGM of the Company held on September 19, 2024.
During the year under review and until her resignation, Ms. Maahi Ahuja, Company Secretary & Compliance Officer of the Company, acted as the Secretary to the Committee.
NOMINATION AND REMUNERATION COMMITTEE AND ITS COMPOSITION:
The Composition of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Act. During the FY 2024-25, the Committee met 1 (one) time i.e. on August 13, 2024.
The composition of the Committee and attendance details for the meetings held during FY 2024-25, and the current composition as reconstituted by the Board of Directors at its meeting held on May 29, 2025, is as follows:
|
Name of Director |
Designation (during the year) |
No. of Meetings attended |
Designation (post reconstitution, w.e.f. May 29, 2025) |
|
Mrs. Ramola Mahajani |
Chairperson |
0 |
- |
|
Mr. Subodh Mawalankar |
Member |
1 |
Chairperson |
|
Mr. Rajiv Jain |
Member |
1 |
Member |
|
Mrs. Sirisha Sampat* |
- |
0 |
Member |
|
*Mrs. Sirisha Sampat is appointed as an Independent Director of the Company w.e.f. May 29, 2025. |
|||
Mrs. Ramola Mahajani, Chairperson of the Nomination & Remuneration Committee was present at the last AGM of the Company held on September 19, 2024.
During the year under review and until her resignation, Ms. Maahi Ahuja, Company Secretary & Compliance Officer of the Company, acted as the Secretary to the Committee.
COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:
The Company''s policy on Directors'' appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act, is appended as an ''''Annexure I" to this Report and the same is uploaded on the website of the Company and can be access at the web-link: https://trsfl.in/assets/policies/remuneration-policy.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that none of the personnel of the Company was denied access to the Audit
Committee. The Whistle Blower Policy aims at conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Policy is available on the Company''s website and can be accessed at:
https://trsfl.in/assets/policies/whistleblower-policy-vigil-mechanism.pdf
We affirm that no employee / director has been denied access to the Chairperson of the Audit Committee and that no complaints were received during the year under review.
The Company has implemented a comprehensive Risk Management Policy aimed at proactively identifying, analyzing, and mitigating risks that may impact its operations and objectives. The Board of Directors consistently engages in a detailed exercise to identify these risks and define appropriate measures for their control and mitigation, following a well-defined procedure.
The Board and the Audit Committee periodically reviews the risks associated with the Company and recommend steps to be taken to control and mitigate the same through a properly defined framework.
The Risk Management Policy of the Company is available on the website and can be accessed at: https://trsfl.in/assets/risk management policy rsfl.pdf
There were no significant or material orders passed by any regulator or court or tribunal that would impact the going concern status of the Company or have a material bearing on the Company''s operations in the future.
The provisions relating to Corporate Social Responsibility under Section 135 of the Act and Rules made thereunder are not applicable to the Company.
At the 86th AGM convened on September 28, 2021, the Members of the Company had approved the appointment of M/s. Anil A. Masand & Co., Chartered Accountants (ICAI Firm Registration No. 100412W), as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the 86th AGM until the conclusion of the 90th AGM. Accordingly, the term of M/s. Anil A. Masand & Co. as Statutory Auditors expires at the conclusion of the 90th AGM.
As the tenure of M/s. Anil A. Masand & Co. will expire from the conclusion of the ensuing AGM, your Board of Directors have recommended appointment of M/s Patkar & Pendse, Chartered Accountants for a term of 5 consecutive years i.e., from the conclusion of 90th AGM to be held in the year 2025 till the conclusion of AGM of the Company to be held in the year 2030. The said matter shall be made part of the Notice convening the ensuing AGM.
The Company has obtained written consent and a certificate from M/s Patkar & Pendse, Chartered Accountants confirming their compliance with the criteria specified under Section 141 of the Act for the appointment of auditors. Additionally, the Certificate also verifies that their appointment as auditors falls within the limits prescribed under Section 139 of the Act.
During the year under review, the Statutory Auditors have confirmed that no instance of fraud was reported to the Audit Committee, in accordance with Section 143(12) of the Act. As a result, there are no detail to be disclosed under Section 134(3)(ca) of the Act.
The Auditors'' Report for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark. The notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s Sandesh Kadam & Associates, Chartered Accountant, was appointed as the Internal Auditor of the Company in the meeting of the Board of Directors held on February 12, 2025.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems, including compliances with operating systems, accounting procedures, and policies and report the same to the Audit Committee periodically.
The management examines the Internal Auditors'' report and promptly implements corrective actions within their respective areas to reinforce and enhance internal controls.
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed M/s S. R. Padhye & Co., Practicing Company Secretaries (COP No. 1559), as the Secretarial Auditors of the Company to undertake the Secretarial Audit for the FY 2024-25.
The Secretarial Audit Report for the said Financial Year is annexed to this report as "Annexure II".
The Board has implemented comprehensive policies and procedures to ensure smooth and effective conduct of its business operations. These policies cover various aspects, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, as well as ensuring the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.
The Audit Committee in co-ordination with the Board evaluates the Internal Financial Control Systems and strives to maintain the appropriate Standards of Internal Financial Control. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Annual Report.
Pursuant to the provisions of Section 148(1) of the Act and rules made thereunder, maintenance of Cost Records or Cost Audit was not applicable to the Company during the year under review.
The particulars of Loans, Guarantees and Investments made by the Company, falling under the purview of Section 186 of the Act, are given in the notes to the Financial Statements, as included in this Annual Report.
All the contracts / arrangements / transactions entered by the Company during the FY 2024-25 with related parties were in the ordinary course of business and on an arm''s length basis.
During the year under review, the Company had not entered into contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Company has made full disclosure of transactions with the related parties as set out in Note No. 31 of Financial Statement, forming part of the Annual Report.
During the year under review, no loans have been accepted from any director or their relative.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ''''Annexure IN".
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review is annexed to this report as "Annexure IV''''.
The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the Financial Year 2024-25 to the said Stock Exchange.
As on March 31, 2025, the Company does not have any Subsidiary, Associate and Joint Venture Company. Therefore, the preparation of consolidated financial statements and the statement containing salient features of the Subsidiary, Associate and Joint Venture companies in Form AOC-1, as required under Section 129 of the Act, is not applicable to the Company.
Furthermore, during the year under review, no Company ceased to be a Subsidiary, Associate and Joint Venture of the Company.
There have been no material changes and commitments affecting the financial positions of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), as amended from time to time, the Company has formulated a Code of Conduct for Insiders ("Code of Conduct") and the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Code of Fair Disclosure") in lines with the provisions of PIT Regulations. The aforementioned Codes can be accessed on the website of the Company at:
https://trsfl.in/assets/policies/insider-trading-policy.pdf
Further, the Compliance Officer has received requisite disclosure from the Directors and Designated Persons in compliance with the Code.
As per the Regulation 15(2) of Listing Regulations, the provisions related to Corporate Governance, as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net-worth not exceeding Rupees Twenty-Five Crores, as on the last day of the previous financial year.
As on the last day of the previous financial year, the paid up Share Capital and Net-worth of the Company were below the threshold limits stated above. Therefore, the Company is currently not required to comply with the above provisions of Corporate Governance.
Consequently, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of this Annual Report.
However, pursuant to the Regulation 34(2)(e) of Listing Regulations, Management Discussion & Analysis Report is attached herewith as "Annexure V" and forms an integral part of this Annual Report.
During the year under review, the Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. During the year under review, no complaint was received by the Committee on sexual harassment.
|
Sr. No. |
Particulars |
No. of Complaints |
|
1. |
Number of complaints of sexual harassment received in the year |
Nil |
|
2. |
Number of complaints disposed of during the year |
Nil |
|
3. |
Number of cases pending for more than ninety days |
Nil |
During the year under review, no application was made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
During the year under review, no such one-time settlement was done in respect of any loan taken by the Company from Banks / Financial Institutions.
During the FY 24-25, there were no instances requiring the application of provisions under the Maternity Benefit Act, 1961 ("Act"). However, the Company remains committed to full compliance with the Act and is fully prepared to extend all statutory benefits to eligible women employees, as and when required.
The Company continues to promote a supportive and inclusive workplace environment and is dedicated to safeguarding the health, well-being, and rights of its women employees in accordance with applicable laws.
The Directors of Company express their heartfelt gratitude and appreciation to all the stakeholders, including bankers, clients, employees, and the investing community, for their unwavering assistance, cooperation, and support to the Company. We sincerely acknowledge the contributions of every member of our organization, as their dedication and efforts have been instrumental in our success.
We eagerly look forward to the continued support and collaboration of all stakeholders in the future.
Mar 31, 2024
Your Directors hereby present the Eighty Ninth (89th) Annual Report on the Business and Operations together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024 ("FY 2023-24").
FINANCIAL HIGHLIGHTS:
The Company''s financial performance for the year under review is summarized below:
(Rs. in Lakhs''
|
Particulars |
Year ended March 31, 2024 |
Year ended March 31, 2023 (Restated) |
|
Revenue from Operations |
858.01 |
966.54 |
|
Other Income |
13.60 |
18.49 |
|
Total Income |
871.61 |
985.03 |
|
Total Expenses |
1,320.37 |
1,365.03 |
|
Profit/(Loss) Before Exceptional Items and Tax |
(448.76) |
(380.00) |
|
Exceptional Items |
2,604.56 |
124.30 |
|
Profit/(Loss) before Tax |
2,155.80 |
(255.70) |
|
Less: Tax Expense |
||
|
- Tax for Earlier Years |
0 |
0.18 |
|
- Current Tax |
425.00 |
0 |
|
Profit/(Loss) for the period |
1,730.80 |
(255.80) |
|
Other Comprehensive Income (OCI) |
9.02 |
9.71 |
|
Total Comprehensive Income/(Loss) |
1,739.82 |
(246.17) |
REVIEW OF OPERATIONS AND STATE OF THE COMPANY AFFAIRS:
The Financial Statements of the Company for the FY 2023-24, have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) and the provisions of Companies Act, 2013 ("the Act").
During the year under review, the Company had total income of Rs. 871.61 Lakhs as against Rs. 985.03 Lakhs in the previous year. The profit before tax (after exceptional items) was Rs. 2,155.80 Lakhs as against loss of Rs. 255.70 Lakhs in the previous year. The profit after tax was Rs. 1,730.80 Lakhs as against loss Rs. 255.88 Lakhs in the previous year.
The Company operates in a single segment viz. Manufacturing of Confectionery. An analysis of performance for the year including the major developments, if any, has been included in the Management Discussion & Analysis Report, which forms a part of the Annual Report.
CHANGE IN NATURE OF BUSINESS:
There was no change in nature of business carried on by the Company during the financial year under review. However, the company entered into a deed of assignment with Reliance Consumer Products Limited for assigning trademarks, recipes (including packaging, packaging design, and labeling aspects), and all other intellectual property rights relating to the company''s sugar boiled confectionery business details of which has been included in the Management Discussion & Analysis Report, which forms a part of the Annual Report.
DIVIDEND:
With a view to conserve the resources of the Company, your Directors recommend not declaring a dividend for the year under review.
TRANSFER TO RESERVES:
During the financial year under review, no amount has been transferred to the reserves.
SHARE CAPITAL:
Sub-Division/Split of Equity Shares
Pursuant to the approval of the members at the Annual General Meeting held on September 22, 2023, the issued, subscribed, and paid-up equity share capital existing on the record date (i.e., Friday, November 24, 2023) was sub-divided/split from 1 (one) equity share having a face value of Rs. 50/- each, fully paid-up, into 5 (five) equity shares having a face value of Rs. 10/- each, fully paid-up.
Authorized Share Capital
Pursuant to the approval of the members at the Annual General Meeting held on September 22, 2023, for the sub-division/split of the company''s equity shares from 1 (one) equity share having a face value of Rs. 50/- each, fully paid-up, into 5 (five) equity shares having a face value of Rs. 10/- each, fully paid-up, the authorized share capital of the company was sub-divided/split from Rs. 6,00,00,000/- (Rupees Six Crores only), divided into 3,00,000 (Three Lakhs) preference shares of Rs. 100/- (Rupees One Hundred Only) each and 6,00,000 (Six Lakhs) equity shares of Rs. 50/- (Rupees Fifty Only) each, to 3,00,000 (Three Lakhs) preference shares of Rs. 100/- (Rupees One Hundred Only) each and 30,00,000 (Thirty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each.
Issued, Subscribed, Paid-up Share Capital
During the financial year 2023-24, there was no change in the issued, subscribed, and paid-up share capital of the Company. However, as a result of the sub-division of equity shares, the face value of each share was changed from Rs. 50/- to Rs. 10/-. Consequently, the issued, subscribed, and paid-up share capital of the Company as on March 31, 2024, was Rs. 34,00,000/- (Rupees Thirty-Four Lakhs Only), divided into 3,40,000 (Three Lakhs Forty Thousand) equity shares of Rs. 10/- (Rupees Ten Only) each.
Further, during the year under review, the Company has not issued equity shares with differential rights as to dividend, voting, or otherwise.
PUBLIC DEPOSITS:
During the FY 2023-24, the Company has not accepted any deposits from public/members within the meaning of Section 73 and 76 of the Act read with Companies (Acceptance and Deposits) Rules, 2014. However, the total amount of fixed deposit as on March 31, 2024 was Rs. 0.40 Lakh. There are no overdue deposits except unclaimed deposits amounting to Rs. 0.40 Lakh, which is included in the aforesaid total amount of Fixed Deposits.
ANNUAL RETURN:
Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the Annual Return of the Company in Form MGT-7 for the FY 2023-24 is available on the website of the Company and can be accessed at https://trsfl.in/annual-results.html.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors ("the Board") as on March 31, 2024 comprises of 5 (Five) Directors out of which 3 (Three) are Independent Directors whereas 2 (Two) are Executive Directors. The composition of the Board of Directors is as follows:
Sr. No. Name of the Director__Designation_
1. Mr. Harshavardhan Doshi__Chairman & Managing Director_
2. Mr. Nihal Doshi__Executive Director & Chief Financial Officer_
3. Mrs. Ramola Mahajani__Independent Director_
4. Mr. Rajiv Jain__Independent Director_
5. Mr. Subodh Mawalankar__Independent Director_
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following are KMPs of the Company as on March 31, 2024:
|
Sr. No. |
Name of the KMP |
Designation |
|
1. |
Mr. Harshavardhan Doshi |
Chairman & Managing Director |
|
2. |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
|
3. |
Ms. Ritu Gianani |
Company Secretary & Compliance Officer |
Retirement by rotation:
In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and in accordance with the Articles of Association of the Company, Mr. Nihal Doshi (DIN: 00246749), Executive Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting ("AGM"), being eligible, offers himself for reappointment. The Board recommends the re-appointment of Mr. Nihal Doshi as Director of the Company.
Re-appointment of Chairman & Managing Director:
Mr. Harshavardhan Doshi (DIN: 00688736), Chairman & Managing Director of the Company will be completing his present term on January 15, 2025. Based on recommendation of the Nomination & Remuneration Committee, the Board of Directors in its meeting held on August 13, 2024 has approved the re-appointment of Mr. Harshavardhan Doshi for a term of 3 (three) years effective from January 16, 2025 until January 15, 2028 subject to approval of members at the ensuing AGM.
During the year under review, there has been no change in the composition of the Board of Directors of the Company.
Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) is given in the Notice forming part of this Annual Report.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, and as per the Ministry of Corporate Affairs Notification dated October 22, 2019, the Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
During the financial year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts, 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 at the end of the Financial Year and of the profit of the Company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have 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. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD, IT''S COMMITTEES AND OF INDIVIDUAL DIRECTORS:
Board: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, with regards to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting held on February 06, 2024, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board: The performance of the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders'' Relationship Committee was evaluated by the Board with regards to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder.
Individual Directors: In accordance with the criteria suggested by the Nomination & Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters such as qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board.
MEETINGS OF THE BOARD:
The Board met at regular interval to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company.
During the year under review, 6 (Six) Board Meetings were held i.e. on May 22, 2023, July 24, 2023, August 30, 2023, November 03, 2023, February 06, 2024 and February 09, 2024 The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by ICSI.
The details of attendance of the Directors at the meetings held during the year under review is stated herewith:
|
Sr. No. |
Name of Directors |
Designation |
No. of Board Meetings attended |
|
1 |
Mr. Harshavardhan Doshi |
Chairman & Managing Director |
6 |
|
2 |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
6 |
|
3 |
Mrs. Ramola Mahajani |
Independent Director |
5 |
|
4 |
Mr. Rajiv Jain |
Independent Director |
6 |
|
5 |
Mr. Subodh Mawalankar |
Independent Director |
6 |
COMMITTEES OF THE BOARD:
As required under the applicable provisions of the Act, the Company has constituted following Committees of the Board viz.:
1. Audit Committee;
2. Stakeholders'' Relationship Committee; and
3. Nomination & Remuneration Committee.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Act.
During the FY 2023-24, the Committee met 6 (Six) times i.e. on May 22, 2023, July 24, 2023, August 30, 2023, November 03, 2023, February 06, 2024 and February 09, 2024
The composition of the Committee and attendance details for the meetings held during FY 2023-24, are as follows:
|
Name of Director |
Designation |
No. of Meetings attended |
|
Mr. Rajiv Jain |
Chairman |
6 |
|
Mrs. Ramola Mahajani |
Member |
5 |
|
Mr. Subodh Mawalankar |
Member |
6 |
|
Mr. Nihal Doshi |
Member |
6 |
All members are financially literate and bring in expertise in the fields of finance, accounting, development, strategy and management. During the year under review, all the recommendations made by the Committee were accepted by the Board.
Mr. Rajiv Narendra Jain, Chairman of the Audit Committee was present at the last AGM of the Company held on September 22, 2023. Ms. Ritu Gianani, Company Secretary & Compliance Officer of the Company acts as the Secretary to the Committee. STAKEHOLDERS'' RELATIONSHIP COMMITTEE AND ITS COMPOSITION:
The Composition of the Stakeholders'' Relationship Committee is in compliance with the provisions of Section 178 of the Act.
The Committee is primarily responsible to review all matters connected with the Company''s transfer of securities and redressal of shareholders'' / investors'' / security holders'' complaints.
During the FY 2023-24, the Committee met 1 (One) time i.e. on February 06, 2024.
The composition of the Committee and Attendance details of the meeting held during FY 2023-24, are as follows:
|
Name of Director |
Designation |
No. of Meetings Attended |
|
Mrs. Ramola Mahajani |
Chairperson |
1 |
|
Mr. Rajiv Jain |
Member |
1 |
|
Mr. Nihal Doshi |
Member |
1 |
All the recommendations made by the Committee during the year under review were accepted by the Board.
Mr. Rajiv Jain, Member of the Stakeholders'' Relationship Committee was present at the last AGM of the Company held on September 22, 2023.
Ms. Ritu Gianani, Company Secretary & Compliance Officer of the Company acts as the Secretary to the Committee.
NOMINATION AND REMUNERATION COMMITTEE AND ITS COMPOSITION:
The Composition of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Act. During the FY 2023-24, the Committee met 1 (one) time i.e. on August 30, 2023.
The composition of the Committee and attendance details of the meeting held during FY 2023-24. are as follows:
|
Name of Director |
Designation |
No. of Meetings Attended |
|
Mrs. Ramola Mahajani |
Chairperson |
1 |
|
Mr. Rajiv Jain |
Member |
1 |
|
Mr. Subodh Mawalankar |
Member |
1 |
Ms. Ritu Gianani, the Company Secretary & Compliance Officer of the Company acts as the Secretary to the Committee. COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:
The Company''s policy on Directors'' appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act, is appended as an ''''Annexure I" to this Report and the same is uploaded on the website of the Company and can be accessed at the web-link:
https://trsfl.in/assets/policies/remuneration-policy.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that none of the personnel of the Company was denied access to the Audit Committee. The Whistle Blower Policy aims at conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Policy is available on the Company''s website and can be accessed at:
https://trsfl.in/assets/policies/whistleblower-policy-vigil-mechanism.pdf
We affirm that no employee / director has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year under review.
RISK MANAGEMENT:
The Company has implemented a comprehensive Risk Management Policy aimed at proactively identifying, analyzing, and mitigating risks that may impact its operations and objectives. The Board of Directors consistently engages in a detailed exercise to identify these risks and define appropriate measures for their control and mitigation, following a well-defined procedure.
The Board and the Audit Committee periodically reviews the risks associated with the Company and recommend steps to be taken to control and mitigate the same through a properly defined framework.
The Risk Management Policy of the Company is available on the website and can be accessed at: https://trsfl.in/assets/risk management policy rsfl.pdf
There were no significant or material orders passed by any regulator or court or tribunal that would impact the going concern status of the Company or have a material bearing on the Company''s operations in future.
The provisions relating to Corporate Social Responsibility under Section 135 of the Act and Rules made thereunder are not applicable to the Company.
At the 86th AGM convened on September 28, 2021, the Members of the Company had approved the appointment of M/s. Anil A. Masand & Co., Chartered Accountants (ICAI Firm Registration No. 100412W), as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the 86th AGM until the conclusion of the 91st AGM. Accordingly, the first term of M/s. Anil A. Masand & Co. as Statutory Auditors expires at the conclusion of the 91st AGM.
The Company has obtained written consent and a certificate from M/s. Anil A. Masand & Co. confirming their compliance with the criteria specified under Section 141 of the Act for the appointment of auditors. Additionally, the Certificate also verifies that their appointment as auditors falls within the limits prescribed under Section 139 of the Act.
During the year under review, the Statutory Auditors have confirmed that no instance of fraud was reported to the Audit Committee, in accordance with Section 143(12) of the Act. As a result, there are no details to be disclosed under Section 134(3)(ca) of the Act.
The Auditors Report for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark. The notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s Gokhale Associates, Chartered Accountant, was appointed as the Internal Auditor of the Company in the meeting of the Board of Directors held on November 03, 2023. His appointment is effective from the FY 2023-24 until he expresses unwillingness to continue or the Board decides otherwise.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system, including compliances with operating systems, accounting procedures, and policies and report the same to the Audit Committee periodically.
The management examines the internal auditors'' report and promptly implements corrective actions within their respective areas to reinforce and enhance internal controls.
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s S. R. Padhye & Co., Practicing Company Secretaries (COP No. 1559), as the Secretarial Auditors of the Company to undertake the Secretarial Audit for the FY 2023-24.
The Secretarial Audit Report for the said Financial Year is annexed to this report as "Annexure II".
The Board has implemented comprehensive policies and procedures to ensure smooth and effective conduct of its business operations. These policies cover various aspects, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, as well as ensuring the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.
The Audit Committee in co-ordination with the Board evaluates the Internal Financial Control Systems and strives to maintain the appropriate Standards of Internal Financial Control. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Annual Report.
Pursuant to the provisions of Section 148(1) of the Act and rules made thereunder, maintenance of Cost Records or Cost Audit was not applicable to the Company during the year under review.
The particulars of Loans, Guarantees and Investments made by the Company, falling under the purview of Section 186 of the Act, are given in the notes to the Financial Statements, as included in this Annual Report.
All the contracts / arrangements / transactions entered by the Company during the FY 2023-24 with related parties were in the ordinary course of business and on an arm''s length basis.
During the year under review, the Company had not entered into contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Company has made full disclosure of transactions with the related parties as set out in Note No. 32 of Financial Statement, forming part of the Annual Report.
During the year under review, no loans have been accepted from any director or their relative.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ''''Annexure IN".
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review is annexed to this report as "Annexure IV''''.
The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the Financial Year 2024-25 to the said Stock Exchange.
As on March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Company. Therefore, the preparation of consolidated financial statements and the statement containing salient features of the Subsidiary, Associate and Joint Venture companies in Form AOC-1, as required under Section 129 of the Act, is not applicable to the Company.
Furthermore, during the year under review, no Company ceased to be a Subsidiary, Associate and Joint Venture of the Company.
There have been no material changes and commitments affecting the financial positions of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), as amended from time to time, the Company has formulated a Code of Conduct for Insiders ("Code of Conduct") and the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Code of Fair Disclosure") in line with the provisions of PIT Regulations. The aforementioned Codes can be accessed on the website of the Company at:
https://trsfl.in/assets/policies/insider-trading-policy.pdf
Further, the Compliance Officer has received requisite disclosure from the Directors and Designated Persons in compliance with the Code.
REPORT ON CORPORATE GOVERNANCE:
As per the Regulation 15(2) of Listing Regulations, the provisions related to Corporate Governance, as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net-worth not exceeding Rupees Twenty-Five Crores, as on the last day of the previous financial year.
As on the last day of the previous financial year, the paid up Share Capital and Net-worth of the Company were below the threshold limits stated above. Therefore, the Company is currently not required to comply with the above provisions of Corporate Governance.
Consequently, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of this Annual Report.
However, pursuant to the Regulation 34(2)(e) of Listing Regulations, Management Discussion & Analysis Report is attached herewith as "Annexure V" and forms an integral part of this Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. During the year under review, no complaint was received by the Committee on sexual harassment.
DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, no application was made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUIONS ALONG WITH THE REASONS THEREOF:
During the year under review, no such one-time settlement was done in respect of any loan taken by the Company from Banks / Financial Institutions.
ACKNOWLEDGEMENT:
The Directors of Company express their heartfelt gratitude and appreciation to all the stakeholders, including bankers, clients, employees, and the investing community, for their unwavering assistance, cooperation, and support to the Company. We sincerely acknowledge the contributions of every member of our organization, as their dedication and efforts have been instrumental in our success.
We eagerly look forward to the continued support and collaboration of all stakeholders in the future.
By order of the Board of Directors of The Ravalgaon Sugar Farm Limited
Harshavardhan Doshi
Place: Mumbai Chairman & Managing Director
Date: August 13, 2024 DIN: 00688736
Mar 31, 2023
Your Directors hereby present the Eighty Eighth (88th) Annual Report on the Business and Operations together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2023 ("FY 2022-23").
FINANCIAL HIGHLIGHTS:
The Company''s financial performance for the year under review is summarized below:
|
Particulars |
year ended |
year ended |
|
March 31, 2023 |
March 31, 2022 |
|
|
Revenue from Operations |
966.54 |
745.39 |
|
Other Income |
18.49 |
2.32 |
|
Total Income |
985.03 |
747.70 |
|
Total Expenses |
1,339.04 |
1,177.63 |
|
Profit/(Loss) Before Exceptional Items and Tax |
(354.00) |
(429.93) |
|
Exceptional Items |
124.30 |
635.58 |
|
Profit/ (Loss) before Tax |
(229.71) |
205.65 |
|
Less: Tax Expense |
||
|
- Tax for Earlier Years |
0.18 |
0.86 |
|
- Current Tax |
0 |
9.84 |
|
Profit/(Loss) for the period |
(229.89) |
194.95 |
|
Other Comprehensive Income (OCI) |
0 |
0 |
|
Total Comprehensive Income/(Loss) |
(229.89) |
194.95 |
REVIEW OF OPERATIONS AND STATE OF THE COMPANY AFFAIRS:
The Financial Statements of the Company for the FY 2022-23, have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) and the provisions of Companies Act, 2013 (''the Act").
During the year under review, the Company had total income of Rs. 985.03 Lakhs as against Rs. 747.70 Lakhs in the previous year. The Loss before tax (after exceptional items) was Rs. 229.71 Lakhs as against profit Rs. 205.65 Lakhs in the previous year. The Loss after tax was Rs. 229.89 Lakhs as against profit Rs. 194.95 Lakhs in the previous year.
Your Company is undertaking active efforts towards accelerating growth and is optimistic about its financial performance in the future.
The Company operates in a single segment viz. Manufacturing of Confectionery. An analysis of performance for the year including the major developments, if any, has been included in the Management Discussion & Analysis Report, which forms a part of the Annual Report.
CHANGE IN NATURE OF BUSINESS:
There was no change in nature of business carried on by the Company during the financial year under review.
DIVIDEND:
In view of losses incurred, the Board of Directors of your Company has not recommended any dividend for the FY 2022-23. TRANSFER TO RESERVES:
During the financial year under review, no amount has been transferred to the reserves.
SHARE CAPITAL:
Authorized Share Capital
During the FY 2022-23, there was no change in the Authorized Share Capital of the Company. The Authorised Share Capital of the Company as on March 31, 2023 was Rs. 6,00,00,000/- (Rupees Six Crore Only) divided into 3,00,000 (Three Lakh) Preference Shares of Rs. 100/- (Rupees One Hundred Only) each and 6,00,000 (Six Lakh) Equity Shares of Rs. 50/- (Rupees Fifty Only) each.
issued, Subscribed, Paid-up Share Capital
During the FY 2022-23, there was no change in the Issued, Subscribed and Paid up Share Capital of the Company. The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2023 was Rs. 34,00,000/- (Rupees Thirty-Four Lakhs Only) divided into 68,000 (Sixty-Eight Thousand) Equity Shares of Rs. 50/- (Rupees Fifty Only) each.
Further, during the year under review, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
PUBLiC DEPOSiTS:
During the FY 2022-23, the Company has not accepted any deposits from public/members within the meaning of Section 73 and 76 of the Act read with Companies (Acceptance and Deposits) Rules, 2014. However, the total amount of fixed deposit as at March 31, 2023 was Rs. 5.05 Lakhs. There are no overdue deposits except unclaimed deposits amounting to Rs. 5.05 Lakhs, which is included in the aforesaid total amount of Fixed Deposits.
annual return:
Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the Annual Return of the Company in Form MGT-7 for the FY 2022-23 is available on the website of the Company and can be accessed at https://ravalgaon.in/corporate/annual-results.html
directors and KEY MANAGERiAL PERSoNNEL:
The Board of Directors ("the Board") as on March 31, 2023 comprises of 5 (Five) Directors out of which 3 (Three) are Independent Directors whereas 2 (Two) are Executive Directors. The composition of the Board of Directors is as follows:
|
Sr. No. |
Name of the Director |
Designation |
|
1. |
Mr. Harshavardhan B. Doshi |
Chairman & Managing Director |
|
2. |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
|
3. |
Mrs. Ramola Mahajani |
Independent Director |
|
4. |
Mr. Rajiv Jain |
Independent Director |
|
5. |
Mr. Subodh Mawalankar |
Independent Director |
Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following are KMPs of the Company as on March 31, 2023:
|
Sr. No. |
Name of the KMP |
Designation |
|
1. |
Mr. Harshavardhan B. Doshi |
Chairman & Managing Director |
|
2. |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
|
3. |
Ms. Ritu Gianani |
Company Secretary & Compliance Officer |
In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and in accordance with the Articles of Association of the Company, Mr. Nihal Doshi (DIN: 00246749), Executive Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting ("AGM"), being eligible, offers himself for reappointment. The Board recommends the re-appointment of Mr. Nihal Doshi as Director of the Company.
Mr. Nihal Doshi (DIN: 00246749), Executive Director of the Company will be completing his present term on December 31, 2023. Based on recommendation of the Nomination & Remuneration Committee, the Board of Directors in its meeting held on August 30, 2023 has approved the re-appointment of Mr. Nihal Doshi for a term of 3 (three) years effective from January 01, 2024 until December 31, 2026 subject to approval of members at the ensuing AGM.
During the year under review, there has been no change in the composition of the Board of Directors of the Company.
Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) is given in the Notice forming part of this Annual Report.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, and as per the Ministry of Corporate Affairs Notification dated October 22, 2019 the Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
During the financial year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts, 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 at the end of the Financial Year and of the loss of the Company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have 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. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD, IT''S COMMITTEES AND OF INDIVIDUAL DIRECTORS:
Board: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, with regards to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting held on February 10, 2023, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board: The performance of the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders'' Relationship Committee was evaluated by the Board with regards to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder.
Individual Directors: In accordance with the criteria suggested by the Nomination & Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters such as qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board.
MEETINGS OF THE BOARD:
The Board met at regular interval to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company.
During the year under review, 4 (Four) Board Meetings were held i.e. on May 27, 2022, August 11, 2022, November 14, 2022 and February 10, 2023. The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by ICSI.
The details of attendance of the Directors at the meetings held during the year under review is stated herewith:
|
Sr. No. |
Name of Directors |
Designation |
No. of Board Meetings attended |
|
1 |
Mr. Harshavardhan B. Doshi |
Chairman & Managing Director |
4 |
|
2 |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
4 |
|
3 |
Mrs. Ramola Mahajani |
Independent Director |
4 |
|
4 |
Mr. Rajiv Jain |
Independent Director |
4 |
|
5 |
Mr. Subodh Mawalankar |
Independent Director |
3 |
COMMITTEES OF THE BOARD:
As required under the applicable provisions of the Act, the Company has constituted following Committees of the Board viz.:
1. Audit Committee;
2. Stakeholders'' Relationship Committee; and
3. Nomination & Remuneration Committee.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Act.
During the FY 2022-23, the Committee met 4 (Four) times i.e. on May 27, 2022, August 11, 2022, November 14, 2022 and February 10, 2023.
The composition of the Committee and attendance details for the meetings held during FY 2022-23, are as follows:
|
Name of Director |
Designation |
No. of Meetings attended |
|
Mr. Rajiv Jain |
Chairman |
4 |
|
Mrs. Ramola Mahajani |
Member |
4 |
|
Mr. Subodh Mawalankar |
Member |
3 |
|
Mr. Nihal Doshi |
Member |
4 |
All members are financially literate and bring in expertise in the fields of finance, accounting, development, strategy and management. During the year under review, all the recommendations made by the Committee were accepted by the Board.
Mr. Rajiv Narendra Jain, Chairman of the Audit Committee was present at the last AGM of the Company held on September 22, 2022. Ms. Ritu Gianani, Company Secretary & Compliance Officer of the Company acts as the Secretary to the Committee. STAKEHOLDERS'' RELATIONSHIP COMMITTEE AND ITS COMPOSITION:
The Composition of the Stakeholders'' Relationship Committee is in compliance with the provisions of Section 178 of the Act.
The Committee is primarily responsible to review all matters connected with the Company''s transfer of securities and redressal of shareholders'' / investors'' / security holders'' complaints.
During the FY 2022-23, the Committee met 1 (One) time i.e. on February 10, 2023.
The composition of the Committee and Attendance details of the meeting held during FY 2022-23, are as follows:
|
Name of Director |
Designation |
No. of Meetings Attended |
|
Mrs. Ramola Mahajani |
Chairperson |
1 |
|
Mr. Rajiv Jain |
Member |
1 |
|
Mr. Nihal Doshi |
Member |
1 |
All the recommendations made by the Committee during the year under review were accepted by the Board.
Mrs. Ramola Mahajani, Chairman of the Stakeholders'' Relationship Committee was present at the last AGM of the Company held on September 22, 2022.
Ms. Ritu Gianani, Company Secretary & Compliance Officer of the Company acts as the Secretary to the Committee.
The Composition of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Act. During the FY 2022-23, the Committee met 1 (one) time i.e. on August 11, 2022.
The composition of the Committee and attendance details of the meeting held during FY 2022-23, are as follows:
|
Name of Director |
Designation |
No. of Meetings Attended |
|
Mrs. Ramola Mahajani |
Chairperson |
1 |
|
Mr. Rajiv Jain |
Member |
1 |
|
Mr. Subodh Mawalankar |
Member |
1 |
Mrs. Ramola Mahajani, Chairman of the Nomination and Remuneration Committee was present at the last AGM of the Company held on September 22, 2022.
Ms. Ritu Gianani, the Company Secretary & Compliance Officer of the Company acts as the Secretary to the Committee. COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:
The Company''s policy on Directors'' appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act, is appended as an ''''Annexure I" to this Report and the same is uploaded on the website of the Company and can be access at the web-link:
https://www.ravalgaon.in/corporate/assets/policies/remuneration-policy.pdf
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company was denied access to the Audit Committee. The Whistle Blower Policy aims at conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Policy is available on the Company''s website and can be accessed at:
https://www.ravalgaon.in/corporate/assets/policies/whistleblower-policy-vigil-mechanism.pdf
We affirm that no employee / director has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year under review.
The Company has implemented a comprehensive Risk Management Policy aimed at proactively identifying, analyzing, and mitigating risks that may impact its operations and objectives. The Board of Directors consistently engages in a detailed exercise to identify these risks and define appropriate measures for their control and mitigation, following a well-defined procedure.
The Board and the Audit Committee periodically reviews the risks associated with the Company and recommend steps to be taken to control and mitigate the same through a properly defined framework.
The Risk Management Policy of the Company is available on the website and can be accessed at: https://www.ravalgaon.in/corporate/assets/risk management policy rsfl.pdf
There were no significant or material orders passed by any regulator or court or tribunal that would impact the going concern status of the Company or have a material bearing on the Company''s operations in future.
The provisions relating to Corporate Social Responsibility under Section 135 of the Act and Rules made thereunder are not applicable to the Company.
STATUTORY AUDITORS AND AUDITORS'' REPORT:
At the 86th AGM convened on September 28, 2021, the Members of the Company had approved the appointment of M/s. Anil A. Masand & Co., Chartered Accountants (ICAI Firm Registration No. 100412W), as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the 86th AGM until the conclusion of the 90th AGM. Accordingly, the first term of M/s. Anil A. Masand & Co. as Statutory Auditors expires at the conclusion of the 90th AGM.
The Company has obtained written consent and a certificate from M/s. Anil A. Masand & Co. confirming their compliance with the criteria specified under Section 141 of the Act for the appointment of auditors. Additionally, the Certificate also verifies that their appointment as auditors falls within the limits prescribed under Section 139 of the Act.
During the year under review, the Statutory Auditors have confirmed that no instance of fraud was reported to the Audit Committee, in accordance with Section 143(12) of the Act. As a result, there are no detail to be disclosed under Section 134(3)(ca) of the Act.
The Statutory Auditor''s Report on the Financial Statements of the Company for the FY 2022-23, includes the following qualifications, reservations or remarks:
No provision has been made for the present value of the accrued Gratuity Liability and valued actuarially by an independent actuary as at March 31, 2023 amounting to Rs. 292.88 lakhs (Previous year Rs. 276.6 lakhs) which constitutes a departure from the Indian Accounting Standards on Employee Benefits (Ind AS 19) referred to in Section 133 of the Act (refer note no. 24.1 of the financial statements). In our opinion, this has a corresponding effect on the loss and Reserves and Surplus of the Company as at March 31, 2023.
Management''s Reply:
Based on the above qualification in the Statutory Auditor''s Report by the Statutory Auditors of the Company for the FY 2022-23, the Company has made the provision during the Quarter ended June 30, 2023 of Rs. 116.19 Lakhs towards the gratuity payable. The said amount of provision relating to prior years has been adjusted against the opening balance of retained earnings as per Ind AS 8.
internal auditor:
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, Mr. K.S. Gangwal, Chartered Accountant, Nashik (Membership No: 015228) was appointed as the Internal Auditor of the Company in the meeting of the Board of Directors held on November 14, 2022. His appointment is effective from the FY 2022-23 until he expresses unwillingness to continue or the Board decides otherwise.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system, including compliances with operating systems, accounting procedures, and policies and report the same to the Audit Committee periodically.
The management examines the internal auditors'' report and promptly implements corrective actions within their respective areas to reinforce and enhance internal controls.
SECRETARIAL AuDIToRS AND THEIR REPoRT:
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s S. R. Padhye & Co., Practicing Company Secretaries (COP No. 1559), as the Secretarial Auditors of the Company to undertake the Secretarial Audit for the FY 2022-23.
The Secretarial Audit Report for the said Financial Year is annexed to this report as "Annexure II".
The Secretarial Audit Report for the FY 2022-23 contains the following observations:
|
Sr. No. |
Compliance Requirement (Regulations / circulars / guidelines including specific clause) |
Deviations |
Observations/Remarks of the Practicing Company Secretary |
|
1. |
SEBI (LODR) Reg. 33 and Section 133 Companies Act, 2013 |
No provision has been made for the present value of the accrued Gratuity Liability as at March 31, 2023; as required to be valued by an independent actuary amounting to Rs. 292.88 Lakhs. |
Departure from the Indian Accounting standards on Employee Benefits (Ind AS 19) referred to in Section 133 of the Act (refer note no. 24.1 of the Financial statements). |
|
2. |
SEBI (LODR) Reg. 33. |
Non-submission of the Declaration or the statement of ''Impact of Audit Qualifications'' by Statutory Auditor. SEBI has levied a fine of Rs. 2,77,300 for the default as above |
1. Company complied with this requirement on Aug 16, 2021 by resubmission of financial results with the requisite statement. 2. The Company has made a representation on Aug 18, 2021 and again on Aug 23, 2021 for waiver of fine of the said amount with a request -not to initiate the process of freezing the demat account of promoters. 3. The revert from SEBI/Stock exchange for acceptance of both requests is awaited. |
1. Based on the above qualification in the Secretarial Auditor''s Report by the Secretarial Auditor of the Company for the FY 202223, the Company has made the provision during the Quarter ended June 30, 2023 of Rs. 116.19 Lakhs towards the gratuity payable. The said amount of provision relating to prior years has been adjusted against the opening balance of retained earnings as per Ind AS 8.
2. Based on the above qualification in the Secretarial Auditor''s Report by the Secretarial Auditor of the Company for the FY 202223, the Company complied with the directions of the SEBI and Stock Exchange and has made a representation for waiver of fine of the said amount with a request to not initiate the process of freezing the demat account of promoters. However, the Company is awaiting response from both SEBI and Stock Exchange.
The Board has implemented comprehensive policies and procedures to ensure smooth and effective conduct of its business operations. These policies cover various aspects, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, as well as ensuring the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.
The Audit Committee in co-ordination with the Board evaluates the Internal Financial Control Systems and strives to maintain the appropriate Standards of Internal Financial Control. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Annual Report.
Pursuant to the provisions of Section 148(1) of the Act and rules made thereunder, maintenance of Cost Records or Cost Audit was not applicable to the Company during the year under review.
particulars of loans, guarantees and INVESTMENTS:
The particulars of Loans, Guarantees and Investments made by the Company, falling under the purview of Section 186 of the Act, are given in the notes to the Financial Statements, as included in this Annual Report.
All the contracts / arrangements / transactions entered by the Company during the FY 2022-23 with related parties were in the ordinary course of business and on an arm''s length basis.
During the year under review, the Company had not entered into contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Company has made full disclosure of transactions with the related parties as set out in Note No. 31 of Financial Statement, forming part of the Annual Report.
During the year under review, no loans have been accepted from any director or their relative.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ''''Annexure IN".
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review is annexed to this report as "Annexure IV''''.
The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the Financial Year 2023-24 to the said Stock Exchange.
As on March 31, 2023, the Company does not have any Subsidiary, Associate and Joint Venture Company. Therefore, the preparation of consolidated financial statements and the statement containing salient features of the Subsidiary, Associate and Joint Venture companies in Form AOC-1, as required under Section 129 of the Act, is not applicable to the Company.
Furthermore, during the year under review, no Company ceased to be a Subsidiary, Associate and Joint Venture of the Company.
There have been no material changes and commitments affecting the financial positions of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), as amended from time to time, the Company has formulated a Code of Conduct for Insiders ("Code of Conduct") and the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Code of Fair Disclosure") in line with the provisions of PIT Regulations. The aforementioned Codes can be accessed on the website of the Company at:
https://www.ravalgaon.in/corporate/assets/policies/insider-trading-policy.pdf
Further, the Compliance Officer has received requisite disclosure from the Directors and Designated Persons in compliance with the Code.
As per the Regulation 15(2) of Listing Regulations, the provisions related to Corporate Governance, as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net-worth not exceeding Rupees Twenty-Five Crores, as on the last day of the previous financial year.
As on the last day of the previous financial year, the paid up Share Capital and Net-worth of the Company were below the threshold limits stated above. Therefore, the Company is currently not required to comply with the above provisions of Corporate Governance.
Consequently, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of this Annual Report.
However, pursuant to the Regulation 34(2)(e) of Listing Regulations, Management Discussion & Analysis Report is attached herewith as "Annexure V" and forms an integral part of this Annual Report.
During the year under review, the Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. During the year under review, no complaint was received by the Committee on sexual harassment.
During the year under review, no application was made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
During the year under review, no such one-time settlement was done in respect of any loan taken by the Company from Banks / Financial Institutions.
The Directors of Company express their heartfelt gratitude and appreciation to all the stakeholders, including bankers, clients, employees, and the investing community, for their unwavering assistance, cooperation, and support to the Company. We sincerely acknowledge the contribution of every member of our organization, as their dedication and efforts have been instrumental in our success.
We eagerly look forward to the continued support and collaboration of all stakeholders in the future.
Place: Mumbai Chairman & Managing Director
Date: August 30, 2023 DIN: 00688736
Mar 31, 2016
Directorsâ Report
Dear Members,
Your Directors present the 81st Annual Report together with the Audited Financial Statement of the Company for the financial year ended 31st March 2016.
1. Financial Results : Rs In Lacs
|
PARTICULARS |
Year ended 31st March 2016 |
Year ended 31st March 2015 |
|
Net Profit / (Loss) after providing for : |
492.43 |
(1,307.48) |
|
i) Depreciation (including additional depreciation as per Companies Act, 2013) |
201.19 |
245.57 |
|
ii) Prior Period Items |
1.84 |
- |
|
iii) Provisions for Taxation (including Deferred Tax) |
(18.36) |
(8.85) |
|
Surplus brought forward |
(2,594.68) |
(1,287.20) |
|
Amount available for appropriation |
(2,102.25) |
(2,594.68) |
|
Appropriation: |
||
|
Proposed Dividend |
- |
- |
|
Tax on Proposed Dividend |
- |
- |
|
Transfer to General Reserve |
- |
- |
|
Balance carried to Balance Sheet |
(2,102.25) |
(2,594.68) |
2. Operations :
SUGAR: Due to commercial reasons the company did not run the mill for the sugar seasons 2013-14 to 2015-16 as the same would have had more adverse effect on the financial position of the company. However, in order to be able to run subsequent seasons without any constraints, the company had to maintain the infrastructure, which has added to losses for the year.
CANDY SUGAR: The unhealthy competition from unorganized sector poses problems for candy sugar business and hence company is not undertaking manufacture of candy sugar.
CONFECTIONERY: Production of confectionery was 1146 MT during the year under review as compared to 1522 MT during the previous period. The company concentrated on brands such as Pan Pasand, Mango Mood, Coffee Break, etc.
3. Dividend :
Your Directors do not recommend any dividend on the equity shares for the year ended 31st March 2016.
4. Transfer To Reserves :
The Company has proposed not to transfer any amount to the General Reserve.
5. Directorsâ Responsibility Statement :
Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directorsâ confirm that:
a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.
b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for that year.
c) Proper and sufficient care has been taken for maintaining 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) The company has followed a proper internal financial control and that such internal financial controls are adequate and were operating effectively.
f) A system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
6. Fixed Deposits :
The total amount of fixed deposit as at 31st March 2016 was Rs. 177.71 lacs. There are no overdue deposits except unclaimed deposits amounting to Rs.16.93 lacs, which is included in the aforesaid total amount of Fixed Deposits. The Company had made an application under Section 74(2) of the Companies Act 2013 seeking extension of time for making repayment of the dues payable by it to the Fixed Deposit Holders. The Company had received an Order dated 9th April 2015 from the Honâble Company Law Board, Mumbai Bench, under Section 74(2) of the Companies Act, 2013 allowing the said application by extending the date of repayment of Fixed Deposits to the date of maturity of the respective FDRs. The Company is thankful to the Fixed Deposit holders for their continued support. The company has not accepted any fixed deposits from 1st April, 2014.
7. Extract of Annual Return :
The extract of Annual Return of the Company is annexed herewith as Annexure 1 of this Report.
8. Conservation of Energy, Technology Absorption :
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 2 to this Report.
9. Management Discussion and Analysis :
The details regarding management discussion and analysis is provided in Annexure 3 to this Report.
10. Corporate Governance :
As per the requirements of SEBI regarding Listing Agreement and further in reference to Circular dated September 2014 stating amendment that, âThe Clause 49 of the Listing Agreement shall be applicable to all companies whose equity shares are listed on a recognized stock exchange. However, compliance with the provisions of Clause 49 shall not be mandatory, for the time being, in respect of the following class of companies, i.e. companies having paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 crores, as on the last day of the previous financial year". We wish to inform that as per the amendment, the Clause 49 is not mandatory for the company but keeping in view the importance of the same, best corporate governance practices are maintained by the company. A report on Corporate Governance under the Listing Agreement, along with a certificate from the Practicing Company Secretary, confirming the compliance is provided in Annexure 4 to the Report.
11. Particulars Regarding Directors, Key Managerial personnel and Remuneration paid to Director and Key Managerial Personnel :
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules forms part of the Report. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under the Act and Rules forming part thereof. The further details with regard to payment of remuneration to Director and Key Managerial Personnel are provided in Extract of Annual Return as Annexure 1 of the Report. Details regarding appointment of Directors and formation and process of different Committees are mentioned under the report on Corporate Governance.
12. Statement on Declaration given by the Independent Directors :
Pursuant to Section 149 (4) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 the Central Government has prescribed that your Company shall have minimum two Independent Directors.
Your company has following Independent Directors:
|
Sr. No |
Name of the Independent Director |
Date of appointment / reappointment |
Date of passing of Special resolution, if any |
|
1 |
Mr. Y. P. Dandiwala |
19/06/2014 |
19/06/2014 |
|
2 |
Mr. Moorad Fazalbhoy |
19/06/2014 |
19/06/2014 |
|
3 |
Mrs Ramola Mahajani |
09/02/2015 |
07/09/2015 |
All the above Independent Directors meet the criteria of âindependenceâ prescribed under Section 149(6) and have submitted declaration to the effect that they meet with the criteria of independence as required under Section 149 (7) of the Companies Act, 2013.
13. Related Party Transactions :
The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 and the particulars of the contracts or arrangements with related parties referred to in Section 188 (1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 is appended as Annexure 5 of the Report. Your Directors draw attention of the members to Note 34 to the financial statements, which sets out related party disclosures.
14. Board Meetings :
4 meetings of the Board of Directors were held during the year. Further details are provided in the report on Corporate Governance.
15. Auditors and Audit Report :
M/s V. Sankar Aiyar and Co., Chartered Accountants, Statutory Auditors of your company, retires at the ensuing Annual General Meeting and is eligible for reappointment. The Auditors have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.
Further Auditors in their report have made the following observations:
No provision has been made for the present value of the accrued Gratuity liability (net of funds lying with LIC of India) and valued actuarially by a independent actuary as at 31st March, 2016 amounting to Rs. 283.40 Lacs (previous year Rs 319.33 lacs) which constitutes a departure from the Accounting Standards on Employee Benefits (AS-15) referred to in Section 133 of the Act (Refer Note no.32 of financial statements). Therefore the profit for the period is under stated by Rs. -17.20 lacs (previous year Rs 17.89 lacs) and the Reserves and Surplus of the company as at 31st March, 2016 are higher by Rs. 283.40 lacs (previous year Rs 319.33 lacs).
Suitable explanation has been provided by way of Note 32 forming part of Financial Statement. Shareholders should consider this note as explanation as part of this report.
16. Cost Auditors :
The Board has appointed Bhavesh Marolia & Associates with reference to the Companies (Cost Records and Audit) Rules 2014, as prescribed by the Central Government in sub-sections (1) and (2) of Section 469 and Section 148 of the Companies Act, 2013 (18 of 2013).
The Company is covered under amended rules of the Companies (Cost Records and Audit) Rules, 2014, Rule 3 (ii) for application of Cost records w.e.f. financial year 2014-15. The Cost Auditors have reviewed the books of account maintained by the companyâs pursuant to Rule 5(1) of the Companies (Cost Records and Audit) Rules, 2014.
17. Secretarial Auditor :
The Board has appointed Shri Lakshiminarayanan as the Secretarial Auditor of the Company, according to the provisions of Section 204 of the Companies Act 2013 for conducting Secretarial Audit of the Company for the financial Year 2015-2016. The Secretarial Audit Report is annexed herewith.
Further Auditors in their report have made the following observations:
a) âThe Company has not complied with provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014â.
The Board has taken note of the same. However it expresses it''s inability to get qualified and experienced candidates given the company''s size of operations. Therefore, at present, Mr. Snehal Shah, Group CFO, has been looking after the finance functions of the Company. Similarly Ms. Neha Oza, Asst Company Secretary, has been looking after the secretarial functions of the Company.
b) âWith the coming into force of the Companies Act, 2013, several regulations of the Articles of Association of the Company require alterations or deletions as they are based on the Companies Act, 1956, or contain specific reference thereto. The Company has, so far, not carried out such modifications / deletions or adoption of new set of Articles".
The Board has taken note of the observation.
18. Risk Management :
The Company is in the process of setting up a system for management of risk associated with the orderly functioning of the Company. The Audit Committee
has been mandated the accountability for integration of risk management practices into day to day activities.
19. Internal Financial Controls :
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no
reportable material weakness in the design or operations was observed.
20. Vigil Mechanism :
Your company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a
Whistle Blower Policy under Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement for reporting the
genuine concerns or grievances or concerns of actual or suspected fraud or violation of the Companyâs Code of Conduct.
21. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
No case of sexual harassment was reported during the year.
22. Particulars of Loans given, Investments made, Guarantees given and Securities provided :
Particulars of loans given, Investments made and Guarantees given and Securities provided are given in the financial statements and notes to accounts.
Your Directors take this opportunity to place on record their sincere appreciation for the timely assistance and cooperation extended by Financial Institutions,
Companyâs Bankers, Auditors, Registrars & Share Trasfer Agents and various Government Agencies / Bodies and look forward to receiving their continued
support. Your Directors also wish to place on record their appreciation for the cooperation extended / services rendered by the workmen, staff, executives, dealers,
customers and all others concerned. Your Directors also express thanks to the shareholders for their support to and confidence reposed in the Company.
For The Ravalgaon Sugar Farm Ltd.
H. B. Doshi
Chairman & Managing Director
28th April 2016
Registered Office:
Ravalgaon â 423108, Taluka Malegaon,
District â Nashik, Maharashtra, India
CIN: L01110MH1933PLC001930
Mar 31, 2015
Dear Members,
The Directors present the 80th Annual Report together with the Audited
Financial Statement of the Company for the financial year ended 31st
March 2015.
1. Financial Results : Rs In Lacs
PARTICULARS Year ended 18 months
31st March period ended
2015 31st March
2014
Net Profit / (Loss) after providing for: (1307.48) (1538.42)
i) Depreciation (including additional
depreciation as per Companies Act, 2013) 245.57 311.86
ii) Prior Period Items - -
iii) Provisions for Taxation (including
Deferred Tax) (8.85) 14.24
Surplus brought forward (1287.20) 251.22
Amount available for appropriation (2594.68) (1287.20)
Appropriation:
Proposed Dividend - -
Tax on Proposed Dividend - -
Transfer to General Reserve - -
Balance carried to Balance Sheet (2594.68) (1287.20)
2. Operations:
SUGAR: Due to commercial reasons the company did not run the mill for
the sugar season 2013-14 and 2014-15 as the same would have had more
adverse effect on the financial position of the company. However, in
order to be able to run subsequent seasons without any constraints, the
company had to maintain the infrastructure, which has added to losses
for the year.
CANDY SUGAR: The unhealthy competition from unorganized sector poses
problems for candy sugar business and hence company is not undertaking
manufacture of candy sugar.
CONFECTIONERY: Production of confectionery was 1522 MT during the year
under review as compared to 2940 MT during the previous period of 18
months. The company concentrated on brands such as Pan Pasand, Mango
Mood, Coffee Break, etc.
3. Dividend :
Your Directors do not recommend any dividend on the equity shares for
the year ended 31 st March 2015.
4. Transfer To Reserves :
The Company has proposed not to transfer any amount to the General
Reserve.
5. Directors' Responsibility Statement:
Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the
Directors' confirm that:
a) In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures.
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonably and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss
account of the Company for that year.
c) Proper and sufficient care has been taken for maintaining 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) The company has followed a proper internal financial control and
that such internal financial controls are adequate and were operating
effectively.
f) A system has been devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
6. Fixed Deposits :
The total amount of fixed deposit as at 31st March 2015 was Rs. 579.78
lacs. There are no overdue deposits except unclaimed deposits amounting
to Rs. 15.78 lacs, which is included in the aforesaid total amount of
Fixed Deposits. The Company had made an application under section 74(2)
of the Companies Act 2013 seeking extension of time for making
repayment of the dues payable by it to the Fixed Deposit Holders. The
Company has received an Order dated 9th April 2015 from the Hon'ble
Company Law Board, Mumbai Bench, under Section 74(2) of the Companies
Act, 2013 allowing the said application by extending the date of
repayment of Fixed Deposits to the date of maturity of the respective
FDRs. The Company is thankful to the Fixed Deposit holders for their
continued support. The Company has not accepted any fixed deposit form
1st April, 2014.
7. Extract of Annual Return :
The extract of Annual Return of the Company is annexed herewith as
Annexure 1 of this Report.
8. Conservation of Energy, Technology Absorption :
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure 2 to this Report.
9. Management Discussion and Analysis :
The details regarding management discussion and analysis is provided in
Annexure 3 to this Report.
10. Corporate Governance :
As per the requirements of SEBI regarding Listing Agreement and further
in reference to Circular dated September 2014 stating amendment that,
"The Clause 49 of the Listing Agreement shall be applicable to all
companies whose equity shares are listed on a recognized stock
exchange. However, compliance with the provisions of Clause 49 Shall
not be mandatory, for the time being, in respect of the followig class
of companies, i.e. companies having paid up equity share capital not
exceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 crores, as on
the last day of the previous financial year". We wish to inform that as
per the amendment, the Clause 49 is not mandatory for the company but
keeping in view the importance of the same, best corporate governance
practices are maintained by the company. A report on Corporate
Governance under the Listing Agreement, along with a certificate from
the Practicing Company Secretary, confirming the compliance is provided
in Annexure 4 to the Report.
11. Particulars Regarding Directors, Key Managaerial Personnel And
Remuneration Paid To Dirctor And Key Managerial Personnel:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rules forms part of the
Report. None of the employees of the Company is drawing remuneration in
excess of the limits prescribed under the Act and Rules forming part
thereof. The further details with regard to payment of remuneration to
Director and Key Managerial Personnel are provided in Extract of Annual
Return as Annexure 1 of the Report. Details regarding appointment of
Directors and formation and process of different Committees are
mentioned under the report on Corporate Governance.
12. Statement on Declaration Given by the Independent Directors :
Pursuant to Section 149 (4) of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 the
Central Government has prescribed that your Company shall have minimum
two Independent Directors.
Your company has following Independent Directors:
Sr. Name of the Date of appointment / Date of passing of
No Independent Director reappointment Special resolution,
if any
1 Mr. Y. P. Dandiwala 19/06/2014 19/06/2014
2 Mr. Moorad Fazalbhoy 19/06/2014 19/06/2014
3 Mr. Ashok Ashtekar * 19/06/2014 19/06/2014
4 Mrs Ramola Mahajani 09/02/2015 In the present
Annual General
Meeting.
* Mr. Ashok Ashtekar expired on 25th December 2014.
All the above Independent Directors meet the criteria of 'independence'
prescribed under section 149(6) and have submitted declaration to the
effect that they meet with the criteria of independence as required
under section 149 (7) of the Companies Act, 2013.
13. Related Party Transactions :
The company has entered into transactions with related parties in
accordance with the provisions of the Companies Act, 2013 and the
particulars of the contracts or arrangements with related parties
referred to in Section 188 (1), as prescribed in Form AOC-2 of the
rules prescribed under Chapter IX relating to Accounts of Companies
under the Companies Act, 2013 is appended as Annexure 5 of the Report.
Your Directors draw attention of the members to Note 34 to the
financial statements, which sets out related party disclosures.
14. Meetings of Board :
Five meetings of the Board of Directors were held during the year.
Further details are provided in the report on Corporate Governance.
15. Auditors and Audit Report:
M/s V. Sankar Aiyar and Co., Chartered Accountants, Statutory Auditors
of your company, retires at the ensuing Annual General Meeting and is
eligible for reappointment. The Auditors have confirmed their
eligibility to the effect that their re-appointment, if made, would be
within the prescribed limits under the Act and that they are not
disqualified for re-appointment.
Further Auditors in their report have made the following observations:
No provision has been made for the present value of the accrued
Gratuity liability (net of funds lying with LIC of India) and valued
actuarially by a independent actuary as at March 31, 2015 amounting to
Rs. 319.33 Lacs (previous year Rs 540.53 lacs) which constitutes a
departure from the Accounting Standards on Employee Benefits (AS-15)
referred to in section 133 of the Act (Refer Note no.32 of financial
statements). Therefore the loss for the period is under stated by Rs.
17.89 lacs (previous year Rs 73.20 lacs) and the Reserves and Surplus
of the company as at March 31, 2015 are higher by Rs. 319.33 lacs
(previous year Rs 540.53 lacs).
Suitable explanation has been provided by way of note 32 forming part
of Financial Statement. Shareholders should consider this note as
explanation as part of this report.
16. Cost Auditors :
The Board has appointed Bhavesh Marolia & Associates with reference to
the Companies (Cost Records and Audit) Rules 2014, as prescribed by the
Central Government in sub-sections (1) and (2) of Section 469 and
Section 148 of the Companies Act, 2013 (18 of 2013).
The Company is covered under amended rules of the Companies (Cost
Records and Audit) Rules, 2014, Rule 3(ii) for application of Cost
records w.e.f. financial year 2014-15. We have broadly reviewed the
books of account maintained by the companys pursuant to rule 5(1) of
the Companies (Cost Records and Audit) Rules, 2014.
17. Secretarial Auditor:
The Board has appointed M/s. Bipin Raje and Associates as the
Secretarial Auditor of the Company, according to the provisions of
Section 204 of the Companies Act 2013 for conducting Secretarial Audit
of the Company for the financial Year 2014-2015. The Secretarial Audit
Report for the financial year ended 31st March 2015 is annexed
herewith.
Further Auditors in their report have made the following observations:
a) "The Company has not complied with provisions of Section 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014".
The Board has taken note of the same. However it expresses it's in
ability to get qualified and experieced candidates given the company's
size of operations. Therefore, at present, Mr. Snehal Shah, Group CFO,
has been looking after the finance functions of the Company. Similarly
Ms. Neha Oza has been looking after the secretarial functions of the
Company.
b) "With the coming into force of the Companies Act, 2013, several
regulations of the Articles of Association of the Company require
alterations or deletions as they are based on the Companies Act, 1956,
or contain specific reference thereto. The Company has, so far, not
earned out such modifications / deletions or adoption of new set of
Articles".
The Board has taken note of the observation.
18. Risk Management:
The Company has set in motion a system for management of risk
associated with the orderly functioning of the Company. The Audit
Committee has been mandated the accountability for integration of risk
management practices into day to day activities.
19. Interna] Financial Controls :
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operations
was observed.
20. Vigil Mechanism :
Your company believes in promoting a fair, transparent, ethical and
professional work environment. The Board of Directors of the Company
has established a Whistle Blower Policy under Vigil Mechanism in
accordance with the provisions of the Companies Act, 2013 and the
Listing Agreement for reporting the genuine concerns or grievances or
concerns of actual or suspected fraud or violation of the Company's
Code of Conduct.
21. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition And Redressal) Act, 2013
No case of sexual harassment was reported during the year.
22. Particulars of Loans Given, Investments Made, Guarantees Given And
Securities Provided :
Particulars of loans given, Investments made and Guarantees given and
Securities provided are given in the financial statements and notes to
accounts.
Your Director take this opportunity to place on record their sincere
appreciation for the timely assistance and cooperation extended by
Financial Institutions, Company's Bankers and various Government
Agencies / Bodies and look forward to receive their continued support.
Your Directors also wish to place on record their appreciation for the
cooperation extended / services rendered by the workmen, staff,
executives, dealers, customers and all others concerned. Your
Directors also express thanks to the shareholders for their support to
and confidence reposed in the Company.
For The Ravalgaon Sugar Farm Ltd.
H. B. Doshi
Chairman & Managing Director
28th May 2015
Registered Office:
Ravalgaon - 423108, Taluka Malegaon,
District - Nashik, Maharashtra, India
CIN: L01110MH1933PLC001930
Mar 31, 2014
To, The Members of THE RAVALGAON SUGAR FARM LTD.
The Directors present the 79th Annual Report together with the Audited
Accounts of the Company for the period of 18 months ended 31st March
2014.
18 months
ended 18 months
ended
31st March
2014 30th Sept.
2012
FINANCIAL RESULTS: (Rs. In
Lacs) (Rs. In
Lacs)
Net Profit / (Loss) after providing for (1538.42) (844.65)
i) Depreciation 311.86 338.40
ii) Prior Period Items - -
iii) Provision for Taxation
(including Deferred Tax) 14.24 (37.61)
Add: Surplus brought forward 251.22 1099.84
Amount available for appropriation (1287.20) 255.19
Appropriation: -
Proposed Dividend - 3.40
Tax on Proposed Dividend - 0.55
Transfer to General Reserve - -
Balance carried to Balance Sheet (1287.20) 251.24
DIVIDEND:
Your Directors do not recommend any dividend on the equity shares for
the period ended 31st March 2014.
OPERATIONS:
SUGAR:
The following table gives the comparative figures of sugarcane crushed,
sugar bags produced and the rate of recovery for the period of 18
months under review and previous financial year.
Current Previous
Period Period
Surgarcane crushed in MT 132363 182195
Sugar MTs 12019 19508
Recovery 9.18% 10.70%
Due to commercial reasons the company did not run the mill for the
sugar season 2013-14 as the same would have had more adverse effect on
the financial position of the company. However, in order to be able to
run subsequent seasons without any constraints, the company had to
maintain the infrastructure, which has added to losses for the period.
CANDY SUGAR:
The unhealthy competition from unorganized sector poses problems for
candy sugar business. The company is taking steps to use the candy
plant for production of high-grade sugar. Production for candy sugar
and Bura was nil during the period.
CONFECTIONERY:
Production of confectionery was 2940 MT during the period under review
as compared to 2708 MT during the previous year. The Company
concentrated on brands such as Pan Pasand, Mango Mood, Coffee Break,
etc.
POLLUTION AND ENVIRONMENT AND SAFETY:
Various equipments are installed as an anti-pollution measure for the
protection of environment at your factory. The norms prescribed by the
Government are also adhered to. Necessary industrial safety measures
have also been taken at your factory, which has resulted in better
protection of workers and no major acccident has taken place in the
factory.
FIXED DEPOSITS:
The total amount of fixed deposit as at 31st March 2014 was Rs.579.78
lacs. There are no overdue deposits except unclaimed deposits amounting
to Rs.11.40 lacs as on 31st March 2014 which is included in the
aforesaid total amount of Fixed Deposits.
DIRECTORS'' RESPONSIBILTY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors'' confirm that
a) In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed with explanatory notes relating to
material departures.
b) Appropriate accounting policies have been selected and applied
consistently and judgements and estimates that are made are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the period and of the profit and loss account
of the Company for that period.
c) Proper and sufficient care has been taken for maintaining adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a "Management Discussion & Analysis" and a report on "Corporate
Governance" are given as Annexure '' A'' and ''B'' respectively to the
report.
SECRETARIAL COMPLIANCE CERTIFICATE:
A Secretarial Compliance Certificate pursuant to Section 383A of the
Companies Act, 1956 is annexed herewith as Annexure "C"
AUDITORS'' REPORT:
Auditors in their report have made observations in respect of
non-provision for the present value of accrued gratuity liability.
Suitable explanation have been provided by way of note 32 forming part
of Financial Statement. Directors should consider this note as
explanation as part of their report.
PARTICULARS REGARDING EMPLOYEES:
The information required under Section 217 (2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rule 1975, as
amended, forms part of this Report. However, as per the provisions of
Section 219(1) (b)(iv) of the Companies Act, 1956, the Report and
Accounts are being circulated to all the shareholders excluding the
aforesaid information. Shareholders, interested in obtaining this
information, may write to the Company at it''s Registered Office.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Statement giving particulars regarding Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo as
required under Companies (Disclosure of Particulars in Report of Board
of Directors) Rules, 1988 is annexed to and forms part of this Report,
as per Annexure-''D''.
DIRECTORS:
1. Mr. M. B. Bhide, Director, had resigned on 6th May 2013 expressing
his inability to continue as a Director due to health reasons. His
resignation was accepted by the Board in its meeting held on 14th May
2013.
2. In accordance with the provision of Section 149(7) of the Companies
Act, 2013, three independent directors viz. Mr. Y. P. Dandiwala, Mr.
Moorad Fazalbhoy and Mr. Ashok Ashtekar, who have given their
declaration of independance under section 149(7) of the Companies Act,
2013, have been recommended by the Nomination Committee of the Board of
Directors in its meeting held on 30th April 2014 for re-appointment for
a period of five consecutive years from the date of the ensuing Annual
General Meeting.
AUDITORS:
You are requested to appoint Auditors for a period of five years from
the conclusion of the ensuing Annual General Meeting until the
conclusion of the sixth Annual General Meeting and authorise the Board
to fix their remuneration. The retiring Auditors. M/s V. Sankar Aiyar &
Co, being eligible, offer themselves for re-appointment.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to place on record their sincere
appreciation for the timely assistance and cooperation extended by
Financial Institutions, Company''s Bankers and various Government
Agencies / Bodies and look forward to receive their continued support.
Your Directors also wish to place on record their appreciation for the
co-operation extended / services rendered by the workmen, staff,
executives, dealers, customers and all others concerned.
Your Directors also express thanks to the shareholders for their
support to and confidence reposed in the Company.
For THE RAVALGAON SUGAR FARM LTD.
H. B. Doshi
Chairman & Managing Director
Registered Office : Ravalgaon - 423108,
Taluka Malegaon, Dist. Nasik, Maharashtra.
Dated : 30th April 2014
Sep 30, 2012
To, The Members of THE RAVALGAON SUGAR FARM LTD.
The Directors present the 78th Annual Report together with the Audited
Accounts of the Company for the period of 18 months ended 30th
September 2012.
18 months ended Year Ended
30th Sept. 2012 31 st March 2011
FINANCIAL RESULTS: (Rs. In Lacs) (Rs. In Lacs)
Net Profit / (Loss) after
providing for (844.65) 3.33
i) Depreciation 338.39 225.56
ii) Prior Period Items - 0.23
iii) Provision for Taxation
(including Deferred Tax) (37.61) 8.14
Add: Surplus brought forward 1099.84 1156.78
Amount available for appropriation 255.19 1106.11
Appropriation:-
Proposed Dividend 3.40 51.00
Tax on Proposed Dividend 0.55 8.27
Transfer to General Reserve - 1.00
Balance carried to Balance Sheet 251.24 1099.84
DIVIDEND:
Your Directors have recomended Dividend of 10% (Rs. 5/- per equity
share on 68,000 equity shares of 50/- each) for the period of 18 months
ended 30th September 2012. The dividend, if declared at AGM, will be
paid to those shareholders whose names appear in the Register of
Members of the Company on 20th December 2012 or on the Register of
Beneficial Owners maintained by the Deposito- ries as per the details
furnished by National Securities Depository Ltd. and Central Depository
Services (India) Ltd. for the purpose of payment of dividend.
OPERATIONS: SUGAR:
The following table gives the comparative figures of sugarcane crushed,
sugar bags produced and the rate of recovery for the period of 18
months under review and previous financial year.
Current Previous
Period Year
Surgarcane crushed in MT 182195 149938
Sugar MTs 19508 15557
Recovery 10.70% 10.47%
Late monsoon reduced the availability of sugarcane for the season 2011
-12. this resulted in low area under Sugarcane plus low yields per
acre.
CANDY SUGAR
The unhealthy competition from unorganized sector poses problems for
candy sugar business. The company is taking steps to use the candy
plant for production of high-grade sugar, Production for candy sugar
and Bura was nil during the period.
CONFECTIONERY:
Production of confectionery was 2708 MT during the period under review
as compared to 2569 MT during the previous year. The Company
concentrated on brands such as Pan Pasand, Mango Mood, Coffee Break,
etc.
POLLUTION AND ENVIRONMENT AND SAFETY:
Various equipments are installed as an anti-pollution measure for the
protection of environment at your factory. The norms prescribed by the
Government are also adhered to. Necessary industrial safety measures
have also been taken at your factory, which has resulted in better
protection of workers and no major acccident has taken place in the
factory.
FIXED DEPOSITS:
The total amount of fixed deposit as at 30th September 2012 was 488.79
lacs. There are no overdue deposits except unclaimed deposits amounting
to Rs.6.77 Lacs as on 30th September 2012.
DIRECTORS' RESPONSIBILTY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956. the Director
confirm that,
a) In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed with explanatory notes relating to
material departures.
b) Appropriate accounting policies have been selected and applied
consistently and judgements and estimates that are made are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the period and of the profit and loss account
of the Company for that period.
c) Proper and sufficient care has been taken for maintaining adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
Persuant to clause 49 of the Listing Agreement with the Stock Exchange,
a "Management Discussion & Analysis" and a report on "Corporate
Goverance" are given as Annexure 'A' and 'B' respectively to the
report. A certificate from the Statutory Auditors of Company regarding
compliances of conditions of Corporate Goverance is also annexed
thereto.
SECRETARIAL COMPLIANCE CERTIFICATE:
A Secretarial Compliance Certificate pursuant to Section 383 A of the
Companies Act, 1956 is annexed herewith as Annexure "C"
AUDITORS'REPORT:
Auditors in their report have made observations in respect of
non-provision for the present value of accrued gratuity liability.
Suitable explanation have been provided by way of note 32 forming part
of Financial Statement. This note should be considered as explanation
by Directors as part of their report.
PARTICULARS REGARDING EMPLOYEES:
The information required under Section 217 (2 A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rule 1975, as
amended, forms part of this Report. However, as per the provisions of
Section 219(1) (b)(iv) of the Companies Act, 1956, the Report and
Accounts are being circulated to all the shareholders excluding the
aforesaid information. Shareholders, interested in obtaining this
information, may write to the Company at it's Registered Office.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Statement giving particulars regarding Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and outgo as
required under Companies (Disclosure of Particulars in Report of Board
of Directors) Rules, 1988 is annexed to and forms part of this Report,
as per Annexure-'D'.
DIRECTORS:
Mr. M. B. Bhide, director retires by rotation under Article 152 of
Articles of Association and being eligible offers himself for re-
appointment.
AUDITORS:
You are requested to appoint Auditors for Current financial year
2012-13 and authorise the Board to fix their remuneration. The retiring
Auditors. M/s V. Sankar Aiyar & Co, being eligible, offer themselves
for re-appointment.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to place on record their sincere
appreciation for the timely assistance and cooperation extended by
Financial Institutions, Company's Bankers and various Government
Agencies / Bodies and look forward to receive their continuous support.
Your Directors also wish to place on record their appreciation for the
co-operation extended / services rendered by the workmen, staff,
executives, dealers, customers and all others concerned.
Your Directors also express thanks to the shareholders for their
support to and confidence reposed in the Company.
For THE RAVALGAON SUGSR FARM LTD.
HARSHAVARDHAN B. DOSHI
Chairman & Managing Director
Registered Office:
Ravalgaon - 423 108, Taluka Malegaon,
Dist. Nasik, Maharashtra,
Dated : 7th November 2012
Mar 31, 2011
The Members of
THE RAVALGAON SUGAR FARM LTD.
The Directors present the 77th Annual Report together with the Audited
Accounts of the Company for the financial year ended 31st March 2011
Year Ended Year Ended
31st March 2011 31st March 2010
FINANCIAL RESULTS: (Rs. in Lacs) (Rs. in Lacs)
Net Profit /(Loss) after providing for 3.33 614.74
i) Depreciation 225.56 225.16
ii) Prior Period Items 0.23 0.53
iii) Provision for Taxation
(including Deferred Tax) 8.14 269.28
Add: Surplus brought forward 1156.78 663.51
Amount available for appropriation 1160.11 1278.25
Appropriations:
Proposed Dividend 51.00 51.00
Tax on Proposed Dividend 8.27 8.47
Transfer to General Reserve 1.00 62.00
Balance carried to Balance Sheet 1099.84 1156.78
DIVIDEND:
Your Directors have recommeded Dividend of 150% (Rs. 75/- per equity
share on 68,000 equity shares of Rs 50/- each) for the year ended 31st
March 2011. The dividend, if declared at AGM, will be paid to those
shareholders whose names appear in the Register of Members of the
Company on 29th September 2011 or on the Register of Beneficial Owners
maintained by the Depositories as per the details furnished by National
Securities Depository Ltd. and Central Depository Services (India) Ltd.
for the purpose of payment of dividend.
OPERATIONS:
SUGAR:
The following table gives the comparative figures of sugarcane crushed,
sugar bags produced and the rate of recovery for the financial year
under review and previous financial year.
Current Previous
Year Year
Sugarcane crushed in MT 149938 28416
Sugar MTs 15557 2425
Recovery 10.47% 8.53%
Late monsoon reduced the availability of sugarcane for the season
2010-11. This resulted in low area under Sugar cane plus low yields per
acre.
CANDY SUGAR:
The unhealthy competition from unorganized sector poses problems for
candy sugar business. The company is taking steps to use the candy
plant for production of high-grade sugar. Production of Candy sugar and
Bura was Nil during the financial year.
CONFECTIONERY:
Production of confectionery was 2569 MT during the financial year under
review as compared to 3219. MT during the previous year. The Company
concentrated on brands such as Pan Pasand, Mango Mood, Coffee Break,
etc.
POLLUTION, ENVIRONMENT AND SAFETY:
Various equipments are installed as an anti-pollution measure for the
protection of environment at your factory. The norms prescribed by the
Government are also adhered to. Necessary industrial safety measures
have also been taken at your factory, which has resulted in better
protection of workers and no major accident has taken place in the
factory.
FIXED DEPOSITS:
The total amount of Fixed Deposits as at 31st March 2011 was Rs 530.17
Lacs. There are no overdue deposits except unclaimed deposits amounting
to Rs.10.80 Lacs as on 31st March 2011 out of which, deposits amounting
to Rs. 2.90 Lacs have since been repaid / renewed..
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that,
a) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed with explanatory notes relating to
material departures.
b) Appropriate accounting policies have been selected and applied
consistently and judgements and estimates that are made are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit and loss
account of the Company for that period.
c) Proper and sufficient care has been taken for maintaining adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a "Management Discussion and Analysis" and a report on "Corporate
Governance" are given as Annexure 'A' and 'B' respectively to the
report. A certificate from the Statutory Auditors of the Company
regarding compliances of conditions of Corporate Governance is also
annexed thereto.
SECRETARIAL COMPLIANCE CERTIFICATE:
A Secretarial Compliance Certificate pursuant to Section 383A of the
Companies Act, 1956 is annexed herewith as Annexure "C".
AUDITORS' REPORT:
Auditors in their report have made observations in respect of
non-provision for the present value of accrued gratuity liability and
non-provision of Excise Duty on closing stock of finished goods.
Suitable explanations have been provided by way of notes 10 and 7
respectively in Schedule N (B) forming part of the Accounts. These
notes should be considered as explanation by Directors as part of their
report.
PARTICULARS REGARDING EMPLOYEES:
The information required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, as
amended, forms part of this Report. However, as per the provisions of
Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and
Accounts are being circulated to all the shareholders excluding the
aforesaid information. Shareholders, interested in obtaining this
information, may write to the Company at it's Registered Office.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Statement giving particulars regarding Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and outgo as
required under Companies (Disclosure of Particulars in Report of Board
of Directors) Rules, 1988 is annexed to and forms part of this Report,
as per Annexure - 'D'.
DIRECTORS:
Mr. Y.P. Dandiwala, director retires by rotation under Article 152 of
Articles of Association and being eligible offers himself for
re-appointment.
AUDITORS:
You are requested to appoint Auditors for the current financial year
2011-12 and authorise the Board to fix their remuneration. The retiring
Auditors, M/s. V. Sankar Aiyar & Co, being eligible, offer themselves
for re-appointment.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to place on record their sincere
appreciation for the timely assistance and cooperation extended by
Financial Institutions, Company's Bankers and various Government
Agencies / Bodies and look forward to receive their continuous support.
Your Directors also wish to place on record their appreciation for the
co-operation extended / services rendered by the workmen, staff,
executives, dealers, customers and all others concerned.
Your Directors also express thanks to the shareholders for their
support to and confidence reposed in the Company.
For THE RAVALGAON SUGAR FARM LTD.
HARSHAVARDHAN B. DOSHI
Chairman & Managing Director
Registered Office:
Ravalgaon - 423 108 Taluka Malegaon,
District Nasik, Maharashtra.
Dated :25th July 2011
Mar 31, 2010
The Directors have pleasure in presenting the 76th Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31 st March 2010
FINANCIAL RESULTS: (Rs. in Lacs)
Year Ended Year Ended
31st March 2010 31st March 2009
Net Profit/Loss (-) after
providing for 614.74 693.18
(a) Depreciation 225.16 213.29
(b) Prior Period Items 0.53 201.08
(c) Provision for Taxation
(including Deferred Tax) 269.28 284.11
Add: Surplus brought forward 663.51 100.00
Amount available for appropriation 1,278.25 793.18
Appropriations:
Proposed Dividend 51.00 51.00
Tax on Proposed Dividend 8.47 8.67
Transfer to General Reserve 62.00 70.00
Balance carried to Balance Sheet 1,156.78 663.51
DIVIDEND :-
Your Directors have recommeded Dividend of Rs.75/- for each Equity
Share on 68,000 equity shares of Rs
50/- each for the financial year ended 31 st March 2010
OPERATIONS:- SUGAR
The following table gives the comparative figures of sugarcane crushed,
sugar bags produced and the rate of recovery for the financial year
under review and previous financial year.
Current Year Previous Year
Sugarcane crushed in MT 28,416 46,754
Sugar Bags (Nos.) 24,250 44,250
Recovery 8.53% 9.46%
Good monsoon in plantation areas improved the availability of sugarcane
for the season 2009-10. The encouraging monsoon season and resulting
increase in plantation areas is expected to improve further and thus
increase the availability of sugar cane for the season 2010-2011.
However the cost of sugarcane vis-d-vis sugar prices continues to be a
matter of concern.
CANDY SUGAR:
The unhealthy competition from unorganized sector poses problems for
the candy sugar business. The company is taking steps to use the candy
plant for production of high-grade sugar as in the past. Production of
Candy sugar and Bura was Nil during the financial year.
CONFECTIONERY:
Production of confectionery was 3,219 MT during the financial year
under review as compared to 3,242 MT during the previous year. The
Company concentrated on brands such as Pan Pasand, Mango Mood, Coffee
Break etc. These brands along with other traditional brands are
receiving good response.
POLLUTION, ENVIRONMENT AND SAFETY:
Various equipments are installed as an anti-pollution measure for the
protection of environment at your factory. The norms prescribed by the
Government are strictly adhered to. Necessary industrial safety
measures have also been taken wherever necessary at your factory, which
has resulted in better protection of workers. During the year under
review, no major accident has taken place in the factory.
FIXED DEPOSITS:
The total amount of Fixed Deposits as at 31 st March 2010 was Rs.615.25
Lacs. There are no overdue deposits except unclaimed deposits amounting
to Rs.6.31 Lacs as on 31 st March 2010, of which deposits amounting to
Rs.1.35 Lacs have since been repaid / renewed.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that,
I.) In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed with explanatory notes relating
to material departures.
II.) Appropriate accounting policies have been selected and applied
consistently and judgments and estimates that are made are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit and loss
account of the Company for that period.
III.) Proper and sufficient care has been taken for maintaining
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
IV.) The Annual Accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a "Management Discussion and Analysis" and a report on "Corporate
Governance "are given as annexure A and B respectively to the
report. A certificate from the Statutory Auditors of the Company
regarding compliance with conditions of Corporate Governance is also
annexed thereto.
SECRETARIAL COMPLIANCE CERTIFICATE:
A Secretarial Compliance Certificate pursuant to Section 383A of the
Companies Act, 1956 is annexed herewith as Annexure C.
AUDITORSREPORT:
Auditors in their report have made observations in respect of
non-provision for the present value of accrued gratuity liability, and
non-provision of Excise Duty on closing stock of finished goods.
Suitable explanation has been provided by way of note 7 and 10
respectively in Schedule N (B) forming part of the Accounts. These
notes are considered as explanation by Directors as part of their
report.
PARTICULARS REGARDING EMPLOYEES:
The information required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, as
amended, forms part of this Report. However, as per the provisions of
Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and
Accounts are being circulated to all the shareholders excluding the
aforesaid information. Shareholders, interested in obtaining this
information, may write to the Company at its Registered Office.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Statement giving particulars regarding Conservation of Energy,
Technology Absorption and Foreign Exchange Earning and outgo as
required under Companies (Disclosure of Particulars in Report of Board
of Directors) Rules, 1988 is annexed to and forms part of this Report,
as per Annexure D.
DIRECTORS:
Mr. Moorad Fazalbhoy retires by rotation under Article 152 of Articles
of Association and being eligible offers himself for re-appointment.
Mr. Ashok Ashtekar retires by rotation under Article 152 of Articles of
Association and being eligible offers himself for re-appointment. The
Company has received requisite notice in writting from a member
proposing his candidature for the office of Director liable to retire
by rotation.
AUDITORS:
You are requested to appoint Auditors for the current financial year
2010-11 and authorize the Board of Directors to fix their remuneration.
The retiring Auditors, M/s.V.SankarAiyar&Co., being eligible, offer
themselves for re- appointment.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to place on record their sincere
appreciation for the timely assistance and cooperation extended by
Financial Institutions, Companys Bankers and various Government
Agencies / Bodies and look forward to receiving their continued
support.
Your Directors also wish to place on record their appreciation for the
co-operation extended/ services rendered by the workmen, staff,
executives, dealers, customers and all others concerned.
Your Directors also express thanks to the shareholders for their
support and the confidence placed in the Company.
For THE RAVALGAON SUGAR FARM LTD.
H. B. DOSHI
Chairman & Managing Director
Registered Office :
Ravalgaon -423108TalukaMalegaon,
District Nasik, Maharashtra.
Dated :27th July 2010
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