Dear Shareholders,
Your directors are pleased to present the Thirtieth (30th) Annual Report and the
Audited Financial Statements for the financial year ended 31st March, 2016.
1. Performance Highlights
The highlights of the financial results of the Company for the year ended 31st March,
2016 is summarized below
(Rs. in Lacs)
| Particulars |
2015-2016 |
2014-2015 |
| Sales & other Receipts |
78 |
257 |
| Loss/Profit for the year before financial cost & Depreciation |
(168) |
(131) |
| Depreciation |
(5) |
(6) |
| Loss/Profit before tax & extraordinary items |
(173) |
-137 |
| Provision for diminution in the value of investment |
0 |
(370) |
| Provision for diminution in the value of investment: written back |
370 |
0 |
| Loss on sale of investment |
(365) |
0 |
| Provision for doubtful debts |
(22) |
(22) |
| Tax expenses/Deferred Tax |
79 |
15 |
| Loss / Profit for the year |
(111) |
(514) |
| Balance brought forward from last year |
(2346) |
(1832) |
| Balance carried to Balance Sheet |
(2457) |
-2346 |
2. Operational Highlights & Future Prospectus
During the year under consideration the total Receipts stands at Rs.78 Lacs as against
Rs.257 Lacs in the previous year. The Net Loss for the year, after depreciation,
provisions for extraordinary items and deferred tax stands at Rs.111 Lac (Prev. Year
Rs.514 lacs) which, after adjustment of brought forward losses etc, has been carried to
Balance Sheet.
During the year under review the Company continued to do job work by processing Soybean
seed on behalf of other reputed party and has earned processing income. The Quantity of
Soybean processed on job work basis was 6264 MT as against 11040 MT in the previous year.
Due to unfavorable situation in the Soya trade and consequential disparity, lesser
quantity of soybean seed was provided to the Company for processing and hence the job work
arrangement was not profitable in this year also. Moreover, due to continuous disparity
for the last few years, the company has closed down its Soya operations during the year.
However, the Company is in a position to restart the same in future whenever the said
operations become profitable.
3. Reference to BIFR *
The Company continues to be a sick company duly registered with BIFR as Case No.449/02.
BIFR has also circulated a Revival Package vide its order dated 12/11/2013 which is
inforce.
4. Dividend
Due to financial losses, no dividend is declared.
5. Directors
Shri Rajesh Agrawal (DIN: 00107009) is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment.
6. Deposits
During the year under review, your Company has not accepted any deposits under Section
73 of the Companies Act, 2013.
7. Fixed Assets
During the year, the Company has not purchased any fixed assets.
8. Investments
During the year the Company has sold 50, 65,000 fully paid up equity shares of Rs.10/-
each of Girdharilal Sugar And Allied Industries Ltd., due to financial prudence.
9. Management Discussion and Analysis
The Managements Discussion and Analysis of operations for the year under review, as
stipulated under Regulation 17 of the listing Obligation with the stock exchanges, is
provided in annexure attached to this report.
10. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Companys internal financial controls were adequate and effective during the
financial year 2015-16.
11. Number of meetings of the board
Four meetings of the board were held during the year. For details of the meetings of
the board, please refer to the corporate governance report, which forms part of this
report.
12. Board evaluation
The board of directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
("SEBI") laid down in Schedule V of the (Listing Regulations and Disclosure
Requirements) Regulation, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and nonexecutive
directors. The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
13. Policy on directors appointment and remuneration and other details
The Companys policy on directors appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the corporate
governance report, which forms part of the directors report.
14. Audit committee
The details pertaining to composition of audit committee are included in the Corporate
Governance Report, which forms part of this report.
15. Auditors
The Companys Statutory Auditors, M/S. M. Mehta & Co. Chartered Accountants, Indore
(M.P.) will retire at the ensuing Annual General Meeting of the company and being eligible
offers themselves for re-appointment. The Company has received a certificate from M/s. M.
Mehta & Co to the effect that their appointment, if made, would be within the limits
prescribed under Section 141 of The Companies Act, 2013. The Board of Directors recommends
to the shareholders the appointment of M/s. M. Mehta & Co as Statutory Auditors of the
Company.
16. Auditors report
Your Directors would like to provide following clarifications on points mentioned under
emphasis on matter referred to in the Auditors Report.
(a) The Company has provided its liabilities towards Gratuity based on the calculation
provided under the Gratuity Act as in previous years. Acturial valuation of gratuity
liability will be completed in the current year 2016-17 and differences, if any, will be
adjusted accordingly.
(b) No provision has been made in the accounts in respect of contingent liabilities for
the commercial tax since the company has appealed against such demand before the higher
authorities.
17. Secretarial auditors report
Secretarial auditors report does not contain any major qualifications, reservations or
adverse remarks. The company is complying with all the necessary formalities and further
improvement is being made in this regard. Report of the secretarial auditor is given as an
annexure which forms part of this report
18. Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been disclosed in the
financial statements
19. Transactions with related parties
The transaction with related parties falls under the scope of Section 188(1) of the
Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed in the
financial statements.
20. Extract of annual return
As provided under Section 92(3) of the Act, the extract of annual return is given in
Annexure II in the prescribed Form MGT-9, which forms part of this report.
21. Particulars of employees
The Company has not paid any remuneration attracting the provisions of the Companies
Act, 2013 under Section 197 of the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
22. Disclosure requirements
As per Clause 49 of the .listing agreements entered into with the stock exchanges,
corporate governance report with auditors certificate thereon and management discussion
and analysis are attached, which form part of this report.
23. Code of conduct
The Board has laid down a code of conduct for all Board members and Senior Management
personnel of the Company. Board members and senior management personnel have affirmed
compliance with the said code of conduct for the financial year 2015-16.
24. Listing
The equity shares of the Company are listed with Bombay Stock and efforts are being
made to lift the suspension of trading
25. Conservation of Energy, Research and Development, Technology Absorption, Foreign
exchange Earning and outgo
Conservation of Energy, Research and Development, Technology Absorption, Foreign
exchange Earning and outgo The details regarding Energy Conservation, Technology
Absorption, Foreign Exchange Earning and outgo as required by section 134 (3m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure-1
and forms part of this report.
26. Corporate Governance
The Company has been practicing the principles of good Corporate Governance during the
year. As required under Regulation 27 of the Listing Obligation with the Stock Exchanges,
the report on Management Discussion and Analysis, Corporate Governance as well as the
Company Secretary certificate on corporate governance form part of the Annual Report. Your
Company is also following the Secretarial Standard norms issued by the Institute of
Company Secretaries of India (ICSI).
27. Acknowledgment
Your Directors place on record their sincere appreciation for significant contribution
made by employees through their dedication, hard work and commitment.
Your Directors also acknowledge tfte support extended by the bankers, government
agencies, shareholders and investors at large and look forward to receive the same support
for our endeavor to grow consistently.
| Place: DEWAS (M.P.) |
FOR AND ON BEHALF OF THE BOARD |
| Date: 30th May, 2016 |
RAJESH AGRAWAL |
|
DIN: 00107009 |
|
CHAIRMAN & MANAGING DIRECTOR |
+91-9892691696
