Mar 31, 2015
The Directors have pleasure in presentng their 21st Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. Financial Results : (Rs, In lacs)
Particulars 2014-2015 2013-2014
Total Income from Operations 27.71 110.11
Finance Cost 572.82 38.60
Depreciation 253.04 162.22
Profit before Taxation (939.25) (2,673.07)
Provisions for Taxes Nil 0.08
Exceptional Items (57.20) (1,272.14)
Profit afar Taxes (996.45) (3,945.28)
Balance brought forward (6,564.28) (2,619.00)
Prior Period Income Nil Nil
Appropriations Nil Nil
Profit carried to
Balance Sheet (7,565.32) (6,564.28)
Earnings per share (5.93) (34.85)
2. Brief description of the Company's working during the year/State of
Company's affair :
During the year the income from operations was Rs, 27.71 lacs as
compared to income from operations of Rs, 110.11 Lacs during the
previous financial year. The Loss was Rs, 996.45 Lacs as compared to
loss of Rs, 3945.28 Lacs during the previous financial year.
3. Dividend
Due to the loss incurred during the year, the Board of Directors of
your Company does not recommend any dividend for the Financial Year
2014-15.
4. Reserves
Due to loss incurred during the year the amount is not transferred to
reserves.
5. Share Capital
During the year under review, Company has converted 11,55,000 Fully
Convertible Warrants of Rs, 36/- each into 11,55,000 Equity Shares of
Rs, 10/- each includes premium of Rs, 26/- per equity share .
The paid up capital of the Company as on 31st March, 2015 was
Rs,17,09,40,500. During the year under review, the Company has not
issued shares with differential voting rights, sweat equity shares and
shares under Employees Stock Option Scheme
6. Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Artcles of
Associaton of the Company Mrs. Chetna Kothari Director retre by rotaton
at the forthcoming Annual General Meeting and being eligible, offer
herself for reappointment.
Pursuant to provisions of Section 161(1) of the Companies act, 2013
(the 'Act') and the Articles your Company, based on the recommendations
of the Nomination & Remuneration Committee, appointed Mr. Amol Mhatre
(DIN: 02923911) as an Additional Director on 14th April, 2015 and he
hold office up to the date of ensuing Annual General Meeting.
Accordingly, his candidature for appointment as a Non Executive,
Non-Independent Director of the Company is included at Item No. 4 of
the Notice to the Annual General Meeting.
During the year under review, the members approved the appointments of
Mrs. Chetna Kothari as a Non-executive Non-Independent Director who is
liable to retire by rotation and Mr. Paresh Pathak and Mr. Rajesh
Panamburkar as Independent Director who is not liable to retire by
rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet criteria of
independence as prescribed both under the act and clause 49 of the
Listing Agreement with the stock exchanges.
7. Part cures of Employees :
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other Part cures of the employees drawing remuneration in excess of the
limits set out in the said rules are provided in the Annual Report is
annexed as (Annexure I).
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report is annexed as (Annexure I).
Having regard to the provisions of the first proviso to Section 136(1)
of the Act and as advised, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said
information is available for inspection at the registered office of the
Company during working hours and any member interested in obtaining
such information may write to the Company at the registered office of
the Company and the same will be furnished on request.
8. Meetings :
During the year nine Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
9. Board Evaluation :
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration Committees.
The manner in which the evaluation has been carried out is explained as
follows:- The Independent Directors of the Company, at their Meeting
(without the attendance of Non ÂIndependent Directors and members of
management), reviewed the performance of the Board as a whole and the
Board Committee and also evaluated the performance of Non-Independent
Directors and the Board of the Company taking into account the views of
Executive Directors and NonÂExecutive Directors and based on attendance
record and intensity of participator at Meetings, quality of
interventions, special contributions and interpersonal relationships
with other Directors and management .
10. Remuneration Policy :
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. Policy is attached as
(Annexure- II)
11. Auditors :
The Board proposes the re-appointment of M/s Koshal & Associates,
Chartered Accountants, Mumbai as Statutory Auditors, based on the
recommendations of the Audit Committee, to hold office from the
conclusion of the ensuing Annual General Meeting tell the conclusion of
the next Annual General Meeting.
The Company has received letter from him to the effect that his
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and they are not
disqualified for re- appointment.
Resolutions' seeking your approval on these items are included in the
Notice convening the Annual General Meeting. Members are requested to
consider the appointment of M/s. Koshal & Associates, Chartered
Accountant, Mumbai, for the current year, on a remuneration to be
decided by the Board of Directors.
12. Auditors' Report :
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
13. Secretarial Audit Report :
In terms of Section 204 of the Act and Rules made there under, M/s.
Jaanvi Joshi & Associates, Company Secretaries, Practicing Company
Secretary have been appointed Secretarial Auditors of the Company. The
report of the Secretarial Auditors is enclosed as (Annexure III) to
this report. The report is self-explanatory and our reply to the
comments are as follows.
- During the year we did not get a suitable candidate for the post of
Company Secretary and Chief Financial Officer in our Company as
required in terms of Section 203(1) of the Companies Act,2013. We are
continuously posting our recruitment for the post of CS in news paper
and on job portal website. We ensure you as soon as we get a suitable
candidate we will appoint immediately.
- Due to financial difficulties there is delay in payment of listing
fees to the stock exchange.
14. Vigil Mechanism/Whistle Blower Policy :
In pursuant to the provisions of Section 177(9) & (10) of the Companies
Act, 2013, and Clause 49 of the Listing Agreement a Vigil Mechanism/
Whistle Blower Policy for directors and employees to report genuine
concerns has been established. The Vigil Mechanism Policy/ Whistle
Blower Policy has been uploaded on the website of the Company at
htp://www.tricomfruitproducts.
com/download%5CWhistle%20Blower%20Policy.pdf
15. Risk Management Policy :
The Company has framed a Risk Management Policy to identify and access
the key business risk areas and a risk megaton process.
A detailed excise is being carried out that the organization faces such
as strategic, financial, credit, market, liquidity, legal, regulatory
and other risks. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly
defend framework.
16. Extract of Annual Return:
As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as (Annexure IV.)
17. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report :
There is no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate
and the date of the report.
18. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future :
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future.
19. Adequacy of Internal Financial Controls :
The Company has adequate internal financial controls in place with
reference to financial statements. These are continually reviewed by
the Company to strengthen the same wherever required. The internal
control systems are supplemented by internal audit carried out by an
Internal Auditor and Statutory Auditor and periodical review by
management. The Audit Committee of the Board addresses issues if any,
raised by both, the Internal Auditors and the Statutory Auditors.
20. Deposits :
The details relating to deposits, covered under Chapter V of the Act,-
(a) accepted during the year'; Rs, 2,10,75,000/- (b) remained unpaid or
unclaimed as at the end of the year; Rs, 4,42,45,281/- (c) whether
there has been any default in repayment of deposits or payment of
interest thereon during the year and if so, number of such cases and
the total amount involved-
(i) at the beginning of the year ; Nil
(ii) maximum during the year ; Nil
(iii) at the end of the year ; Nil
The Company has complied with all the requirements of Chapter V of the
Act except Section 73(2) (C ), and 74 (1) (b) of the Companies Act,
2013.
21. Part cures of loans, guarantees or investments under Section 186:
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the
Financial Statements.
22. Part cures of contracts or arrangements with related parts:
All related party transactions done by the Company during the financial
year were at arm's length and in ordinary course of business. All
related party transactions were placed in the Meetings of Audit
Committee and the Board of Directors for their necessary review and
approval. During the financial year your Company has not entered into
any material transaction (as per Clause 49 of the Listing Agreement)
with any of its related parts which may have potential confect with the
interest of the Company at large. Disclosure pursuant to Accounting
Standards on related party transactions have been made in the notes to
the Financial Statements. To identify and monitor significant related
party transactions Company has also framed a policy on the related
party transactions and the same is available on the Company's website
htp://www.tricomfruitproducts.com/download%5CRelated%20
Party%20Transactons%20Policy.pdf
23. Corporate Governance Certificate:
The Compliance certificate from the auditors or practicing company
secretaries regarding compliance of conditions of corporate governance
as stipulated in Clause 49 of the Listing agreement shall be annexed
with the report.
24. Management Discussion and Analysis:
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March, 2015.
25. Disclosures:
Audit Committee:
Audit Committee comprises of Mr. Rajesh Panamburkar, Mr. Paresh Pathak
and Mr. Chetan Kothari. All the recommendations made by the Audit
Committee were accepted by the Board.
26. Obligation Of Company Under The Sexual Harassment Of Women At
Workplace (Prevention, Prohibition And Redressed) Act, 2013:
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made
there under, your Company has consttuted Internal Complaints Committees
(ICC). During the year Company has not received any complaint of
harassment.
27. Conservation Of Energy, Technology Absorption And Foreign Exchange
Earnings And Outgo The information as prescribed under Section 134(3)
(m) of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 is forming part of Directors Report attached as (Annexure
ÂV) to the Director Report.
28. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide for the motivation of the employees.
29. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-Section (3) of Section 134 of the Companies Act, 2013, shall state
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) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had 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 had prepared the annual accounts on a going concern
basis; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
30. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
BY ORDER OF THE BOARD
Place :Mumbai
Date : September 1, 2015
Chetan Kothari Chetna Khotari
Managing Director
Regd. of:
Gat No.336, 338-341,
Village Andori, Taluka Khandala
Shirval Pandarpur Road,
Satara - 415521. Maharashtra
CIN : L67120PN1995PLC139099
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting herewith the Twentieth
Annual Report together with the Audited Statement of Accounts for the
period ended on 31st March, 2014
FINANCIAL RESULTS
Rs in Lacs)
PARTICULARS Current Year Previous Year
Sales & Income from operations 91.44 1,898.85
Depreciation 162.22 162.82
Interest 38.60 1,251.03
Provisions for Taxation & Deferred Tax Nil NIL
Profit / (Loss) after Taxes (3,945.29) (2,242.48)
Reserves Carried to Balance Sheet (6,564.28) (2,619.00)
DIVIDEND
In view of the losses, the Board of Directors do not recommended any
dividend for the financial year.
BUSINESS OPERATIONS
During the year, the Company''s sales turnover was Rs.91.44 Lacs as
compared to sales of Rs.1,898.85 Lacs during the
last year. The Loss during the year was Rs.3,945.29 Lacs as compared to
Loss of Rs.2,242.48 Lacs during the last year.
FIXED DEPOSITS
Total amount of deposits outstanding as on 31stMarch, 2014 was Rs.464.40
Lacs There were no unclaimed deposits as on 31st March, 2014.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
state that:
a) In the preparation of the annual accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures, if any;
b) That appropriate Accounting Policies have been selected and applied
consistently, and that the judgments and estimates made are reasonable
and prudent so as to give a true and fair view of the state of affairs
of your Company as at the end of the Financial Year and of the Loss of
your Company for the said period;
c) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;
d) That the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Reports on Corporate Governance and Management Discussion and Analysis,
Managing Director''s & Auditor''s Certificate as stipulated under Clause
49 of the Listing Agreement are separately given and forms part of this
Annual Report.
DIRECTORS
As on 31st March, 2014, the Board of Directors of your Company
comprised of four Directors one of whom is the Managing Director. One
director is non-executive non independent and remaining two directors
are non-executive and independent directors. The composition of the
Board is in consonance with Clause 49 of the Listing Agreement, as
amended from time to time, and in accordance with the applicable
provisions of Companies Act, 2013.
In accordance with the provisions of Section 149 and other applicable
provisions of the Companies Act, 2013, your Company is seeking
appointment of Mr. Paresh Pathak and Mr. Rajesh Panamburkar as an
Independent Directors for five consecutive years.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Chetan Kothari, Director
of the Company will retire by rotation at the forthcoming Twentieth
Annual General Meeting and being eligible, offers himself for
re-appointment.
As per the provisions of Section 149(1) of the Act and amended Clause
49 of the Listing Agreement, the Company should have at least one woman
director. Ms. Chetna Kothari has Appointed as an Additional Director
with effect from 14th August, 2014. will be Regularised as Director of
the Company in ensuing Annual General Meeting.
ALLOTMENT OF 11,55,000 EQUITY SHARES OF '' 10/- EACH PURSUANT TO
CONVERSION OF 11,55,000 FULLY CONVERTIBLE WARRANTS ON PREFERENTIAL
BASIS AT '' 36/- EACH ON 2ND JULY, 2014.
Your company had allotted 11,55,000 Equity shares of '' 10 each on
premium of '' 26/- each pursuant to conversion of 11,55,000 fully
convertible warrants.
AUDITORS
The Board proposes the re-appointment of M/s Koshal & Associates,
Chartered Accountants, Mumbai and M/s J.
L. Bhatt & Company Mumbai as Joint Auditors, based on the
recommendations of the Audit Committee, to hold office from the
conclusion of the ensuing Annual General Meeting till the conclusion of
the next Annual General Meeting.
The Company has received letters from him to the effect that his
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and they are not
disqualified for re- appointment.
Resolution seeking your approval on these items are included in the
Notice convening the Annual General Meeting. Members are requested to
consider the appointment of M/s Koshal & Associates, Chartered
Accountants, Mumbai and M/s J. L. Bhatt & Company Mumbai as Joint
Auditors, for the current year, on a remuneration to be decided by the
Board of Directors.
AUDITORS REPORT
Qualification mentioned in Auditor Report regarding non provision of
interest amount. Management has provided explanation in note no.3.4 of
the Notes to the accounts.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS & OUTGO
The information as prescribed under Section 217 (1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1998 is forming part of
Directors Report is attached as Annexure- A to the Directors'' Report.
HUMAN RESOURCES
Your Company regards human capital as the most valuable asset. However,
none of the employees throughout the financial year were in receipt of
remuneration in excess of the limits as prescribed under Section
217(2A) of the Companies Act, 1956 (''Act''), read with the amended
Companies (Particulars of Employees) Rules, 1975.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co- operation extended by
the Banks and Government agencies giving support to your Company. Your
Directors also thank all the shareholders for their continued support
and all the employees and vendors of your Company for their valuable
services during the year.
Place: Mumbai BY ORDER OF THE BOARD
Date: 27th August, 2014
Chetan Kothari
Chairman
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting herewith the 19th Annual
Report together with the Audited Statement of Accounts for the period
ended on March 31, 2013
FINANCIAL RESULTS (Rs.in Lacs)
PARTICULARS Current Year Previous Year
Sales & Income from operations 1,898.85 4,063.38
Profit before Interest,
Depreciation & Taxation (828.62) 743.15
Depreciation 162.82 163.70
Interest 1,251.03 1,019.77
Provisions for Taxation & Deferred
Tax NIL NIL
Profit / (Loss) after Taxes (2,242.48) (440.32)
Reserves Carried to Balance Sheet (2,619.00) (376.52)
DIVIDEND
In view of the losses, the Board of Directors do not recommended any
dividend for the financial year.
BUSINESS OPERATIONS
During the year, the Company''s sales turnover was Rs. 1,898.85 Lacs as
compared to sales of Rs. 4,063.38 Lacs during the last year. The Loss
after tax during the year wasRs.2,242.48 Lacs as compared to Loss
ofRs.440.32 Lacs during the last year.
FIXED DEPOSITS
Total amount of deposits outstanding as on March 31, 2013 was Rs.310.44
Lacs. There were no unclaimed deposits as on March 31, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
state that:
a) In the preparation of the annual accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures, if any;
b) That appropriate Accounting Policies have been selected and applied
consistently, and that the judgments and estimates made are reasonable
and prudent so as to give a true and fair view of the state of affairs
of your Company as at the end of the Financial Year and of the Loss of
your Company for the said period;
c) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;
d) That the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Reports on Corporate Governance and Management Discussion and Analysis,
Managing Director''s & Auditors Certificate as stipulated under Clause
49 of the Listing Agreement are separately given and forms part of this
Annual Report.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Prakash Naik, Director of
the Company will retire by rotation at the forthcoming 19th Annual
General Meeting and being eligible, offers himself for re-appointment.
Further, Mr. Bipin Shah and Mr. Jeetendra Wala Director have resigned
w.e.f. April 15, 2013 and May 20, 2013 respectively.
The Board places on record its their appreciation for the valuable
services rendered by all the Directors during their tenure.
Mr. Paresh Pathak and Mr. Rajesh Panamburkar have appointed as an
Additional Director w.e.f. May 15, 2013 has now been regularized as a
Director of the Company in ensuing Annual General Meeting.
Further Mr. Prakash Naik resigned from the Managing Director of the
Company w.e.f. January 27, 2013 and continued as Non Executive Director
of the Company and Mr. Chetan Kothari appointed as Managing Director of
the Company w.e.f. January 27, 2013 and continued as Chairman and
Managing Director of the Company.
ALLOTMENT OF 60,84,000 SHARES AND 39,01,000 WARRANTS ON PREFERENTIAL
BASIS AT- 36/- EACH ON FACE VALUE Rs.10/- EACH ON JANUARY 3, 2013.
Your company had allotted 60, 84,000 Equity shares and 39, 01,000
convertible warrants of Rs.10 each on premium of Rs.26/- each.
The above shares were listed on Bombay Stock Exchange Limited (''BSE'')
on May 9, 2013 and the same were permitted for trading over BSE from
May 17, 2013.
AUDITORS
M/s Koshal & Associates, Chartered Accountants and M/s J.L. Bhatt &
Company; Chartered Accountants, retire as Statutory Auditors and have
given their consent for re-appointment. As required under the
provisions of Section 224 (1B) of the Companies Act, 1956, your Company
has obtained written confirmation from the above auditors proposed to
be re-appointed that the re-appointment, if made, would be in
conformity with in the limits specified in the said section.
The Board proposes the re-appointment of M/s Koshal & Associates,
Chartered Accountant and M/s J. L. Bhatt & Company; Chartered
Accountant, Mumbai as Statutory Auditors, based on the recommendations
of the Audit Committee, to hold office from the conclusion of the
ensuing Annual General Meeting till the conclusion of the next Annual
General Meeting.
Resolutions seeking your approval on these items are included in the
Notice convening the Annual General Meeting. Members are requested to
consider the appointment of M/s. Koshal & Associates, Chartered
Accountants and M/s J L Bhatt & Company; Chartered Accountants, for the
current year, on a remuneration to be decided by the Board of Directors
in consultation with the said firm of Auditors.
ENERGY CONSUMPTION
Total energy consumption is separately attached as Form -A to this
Directors'' Report.
TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION
The Company has continuous focus on energy conservation and regularly
benchmarks its energy conservation levels and consistently works
towards improving efficiencies.
FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earning during the year amount to Rs.1,10,26,907/- and
Foreign Exchange Outgo Rs. 6,35,489/-
HUMAN RESOURCES
Your Company regards human capital as the most valuable asset. However,
none of the employees throughout the financial year were in receipt of
remuneration in excess of the limits as prescribed under Section
217(2A) of the Companies Act, 1956 (''Act''), read with the amended
Companies (Particulars of Employees) Rules, 1975.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation extended by
the Banks and Government agencies giving support to your Company. Your
Directors also thank all the shareholders for their continued support
and all the employees and vendors of your Company for their valuable
services during the year.
FOR AND ON BEHALF OF THE BOARD
Place :Mumbai
Date : August 19,2013
CHETAN KOTHARI
CHAIRMAN
Mar 31, 2010
The Directors have pleasure in presenting herewith the 16th Annual
Report together with the Audited Statement of Accounts for the period
ended on 31st March, 2010.
FINANCIAL RESULTS (Rs. in thousands)
PARTICULARS 2009-2010 2008-2009
Sales & Income from operations 9649.00 3920.09
Profit before Interest, Depreciation
& Taxation 721.57 996.57
Depreciation 236.75 236.75
Provisions for Taxation & Deferred Tax 158.54 294.94
Profit for the Year 326.28 462.00
Reserves carried to Balance Sheet 1218.79 892.51
PRESENT OPERATIONS
During the year the sales turnover of Rs.9649 thousand was achieved as
compared to the sales turnover of Rs.3920 thousand during the last
financial year. The profit for the year decreased from Rs.462 thousand
to Rs.326 thousand due to pressure on margin.
Financial results for the current year reflect the working of the
operations of the transferor company i.e. Tricom Agrochem Limited, as
the Scheme of Amalgamation as approved by the Honble Hign Court of
Gujarat has become effective from the appointed date i.e. 1st
April,2008.
SCHEME OF AMALGAMATION
The Scheme of Amalgamation (Scheme) of Tricom Agrochem Limited
(Transferor Company) with the Company was approved by the Honble High
Court of Bombay and High Court, Gujarat on 29th January, 2010 & 6th
May, 2010 respectively. The effective date for the Scheme of
Amalgamation has been fixed as 31st May, 2010 and the Scheme has become
effective from appointed date i.e. 1st April, 2008.
As per Clause 11 of the Scheme, the Company has issued and allotted
4855050 Equity Shares of Rs.10/ - each to the shareholders of the
transferor Company on 30th June, 2010 in the ratio of 1(one) Equity
Shares of Rs.10/- each fully paid-up in the capital of the Company for
every 2(two) Equity Shares of Rs.10/- held by them as on record date
i.e. 19th June, 2010 in the capital of the transferor company.
BUSINESS OF THE COMPANY
After the implementation of the Scheme of Amalgamation the Companys
business operations will include manufacturing of fruit pulp and juices
and other processed products prepared out of fruits like Mango,
Pomegranate, Guava, tomato etc apart from trading in Agricultural
commodities.
CHANGE OF NAME
After the successful implementation of the Scheme of Amalgamation, it
has become imperative that the name of the Company should reflect the
business activity being carried out by the Company. Hence, to make the
name of the company representative of the business of the company i.e.
fruit /agri processing and trading, a proposal to change name of the
Company was moved by the Board.
The Shareholders of the Company have approved the proposal for change
of name of the company through postal ballot on 20th July, 2010. The
Registrar of Companies, Gujarat has issued fresh certificate of
incorporation approving the change of name of the company to Tricom
Fruit Products Limited with effect from 2nd August, 2010.
DIVIDEND
With a view to conserve resources the Board of Directors has not
recommended any dividend for the financial year.
FIXED DEPOSITS
Total amount of deposits outstanding as on March 31, 2010 was Rs.74
Lacs. There were no unclaimed deposits as on March 31, 2010.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
state that:
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures, if any;
b) That appropriate accounting policies have been selected and applied
consistently, and that the judgments and estimates made are reasonable
and prudent so as to give a true and fair view of the state of affairs
of your company as at the end of the financial year and of the profit
of your Company for the said period;
c) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;
d) That the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Reports on Corporate Governance and Management Discussion and Analysis,
Managing Directors & Auditors Certificate as stipulated under Clause
49 of the Listing Agreement are separately given and form part of this
Annual Report.
DIRECTORS
The Board has approved the appointment of Mr. P V Naik as Managing
Director of the Company subject to shareholders approval with effect
from 30th June, 2010 on the same terms & conditions of his appointment
in the transferor company i.e. Tricom Agrochem Limited.
Mr. Chetan Kothari & Mr. Bipin Shah were appointed as Additional
Director of the Company w.e.f 30th June,2010. Mr. Kothari & Mr. Shah
will hold office till the date of the forthcoming Annual General
Meeting and notices has been received from Members proposing the
candidature of Mr. Kothari & Mr. Shah for being appointed as Directors
of the Company.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Naran Bhati & Mr.Jeetendra
Wala, Directors of the Company will retire by rotation at the
forthcoming 16th Annual General Meeting and being eligible, offer
themselves for re-appointment.
AUDITORS
M/s. Maheshwari Kanthalia Rana & Company, Chartered Accountants,
Mumbai, retire as auditors and have given their consent for
re-appointment. The shareholders are requested to elect auditors for
the current year and to authorize your Directors to fix their
remuneration as per item No. 03 of the Notice. As required under the
provisions of Section 224 (1B) of the Companies Act, 1956, your Company
has obtained written confirmation from the above auditors proposed to
be re-appointed that the re-appointment, if made, would be in
conformity with in the limits specified in the said Section.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS & OUTGO
The information as prescribed under Section 217 (1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1998 are not applicable to the
Company.
HUMAN RESOURCES
Your Company regards human capital as the most valuable asset. The
information as per Section 217(2A) of the Companies Act, 1956 (Act),
read with the Companies (Particulars of Employees) Rules, 1975 forms
part of this Report. As per the provisions of Section 219(1)(b)(iv) of
the Act, the Report and Accounts are being sent to the shareholders of
your Company excluding the statement of particulars of employees under
Section 217(2A) of the Act. Any shareholder interested in obtaining a
copy of the said statement may write to the Company at the Registered
Office.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation extended by
the banks and Government agencies giving support to your company. Your
Directors also thank all the shareholders for their continued support
and all the employees and vendors of your company for their valuable
services during the year.
for and on behalf of the Board,
of Tricom Fruit Products Limited
PLACE: Ahmedabad JEETENDRAWALA
DATE: 14th August, 2010 Chairman
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