DIRECTORS' REPORT To The Members, Your Directors hereby present their Twenty First Annual Report on the business and operations of the Company and financial statements for the year ended June 30, 2014. DIVIDEND For the year ended on June 30, 2014, in the view of the losses, the Directors regret their inability to recommend any dividend. OPERATIONS OF THE COMPANY During the year, the Company achieved a turnover of Rs Rs. 1488.34 lacs. The profit of the company continues in the negative. The net loss for the period is Rs -338.33 lacs. CHANGE IN NATURE OF BUSINESS During the year under review, there was no change in the nature of the business of the Company. REVISION OF FINANCIAL STATEMENT During year under review there has been no revision of financial statement in the relevant financial year. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE During period under review there are no material changes and commitments that may affect the financial position of the company. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES The Company do not have subsidiaries, joint ventures or associate Companies. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure: a) that all assets and resources are used efficiently and are adequately protected; b) that all the internal policies and statutory guidelines are complied with; and c) the accuracy and timing of financial reports and management information is maintained. REHABILITATION STATUS In terms of Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985, the Company falls under the category of potentially sick Industrial Company and therefore the fact is required to be reported to Board of Industrial and Financial Restructuring (BIFR). The Company was file reference with Hon'ble BIFR, New Delhi ac the case No 78/2013. Status of reference case 78/2013 on date of this report was pending for determination of sickness. During the year under review, the Company approach to State Bank of India (SBI) and make proposal for Compromise One Time Settlement (OTS) which is under their consideration. TRANSFER TO RESERVES The Company has not transferred any amount to the general reserve account during the reporting period. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The Company has not entered into any transaction of material nature with related parties that may have any potential conflict with the interest of the Company. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure A to the Board's report. NAME CHANGE During the year under review, the Company do not had change in name of the Company. INSURANCE Fixed and Current Assets of the Company are adequately insured. OUTLOOK FOR NEW SEASON The Boards of Directors are trying their best to improve the performance of the Company and hopeful of achieving decent turnover in future. DIRECTOR'S RETIRING BY ROTATION In terms of Articles of Association of the Company and as per Section 152(6) of the Companies Act, 2013 provides that 2/3rd of the Board of Directors is considered to be Directors liable to retire by rotation, of which 1/3rd shall retire at every Annual General Meeting of the Company as per Section 152(6) (e) of the Companies Act, 2013 and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his place. This year Shri Sunder Venkatraman (DIN 02153123) and Shri Shreedhar parande (DIN 00542525) shall retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting. The Board of Directors recommends his re-appointment for consideration of the Shareholders. The brief resume and other details relating to Shri Sunder Venkatraman (DIN 02153123) and Shri Shreedhar parande (DIN 00542525) who is proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, is incorporated in the annexure to the notice calling 28th Annual General Meeting of the Company. MANAGEMENT'S DISCUSSION AND ANALYSIS In terms of the provisions of Clause 52 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report as Annexure B to the Board's report. EVALUATION OF BOARD'S PERFORMANCE In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange/s, the performance evaluation of the Board was carried out during the year under review. BOARD MEETINGS Details about Board Meetings held during the Financial Year 2013 -14 are given in the Corporate Governance Report, which forms an integral part of this report. DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors have confirmed that they meet the criteria of 'Independence' as stipulated under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement/s with the Stock Exchanges. KEY MANAGERIAL PERSONNEL Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions and rules of the Companies Act, 2013, the following existing executives of the Company were designated as the Key Managerial Personnel of the Company by the Board in term of 2(51) of the Companies Act 2013. a) Shri Raghav Sharma, Managing Director(MD) b) Shri Deepak Dhote, Joint Managing Director(JMD) c) Shri Nitin Dhote, Whole time Director(WTD) d) Smt Shailja Sharma, Whole time Director(WTD) e) Shri Prashant Kale, Chief Financial Officer (CFO) with effect from October 31, 2014. 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 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. BOARD MEETINGS During the year under review, 5 Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report. SHARE CAPITAL As at June 30, 2014 the Authorised Share Capital of the Company was Rs. 11.00 Crores and the paid-up Equity Share Capital stood at Rs. 6.52 Crores. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. LISTING OF SHARES During the year, the Shares of the Company were listed on The Bombay Stock Exchange Limited, Mumbai under Scrip Code No. 526841. The Company has from time to time complied with requirements under Listing Agreement. COMMITTEES The Company has total three Committees namely Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. The details of which are given in the Corporate Governance Report, forms an integral part of this report. CORPORATE GOVERNANCE CERTIFICATE Your Company is committed to achieve the highest standards of Corporate Governance. It has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with. A separate statement on corporate governance is enclosed as a part of the Annual Report along with the Auditor's Certificate on its compliance as Annexure C to the Board's report.. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. With respect to Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014, due to no Own Processing operations and only the residual Job Work activities in the solvent extraction plant, the Conservation of energy and Technology absorption are not applicable. A separate statement of Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as Annexure D to the Board's report.. PARTICULARS OF EMPLOYEES In respect of particulars of employees pursuant to Section 196 & 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees employed throughout the year and were in receipt of remuneration over the maximum limit prescribed under these sections. HUMAN RESOURCES The company has adapted good practices to retain, encourage and develop skills of all the employees of the company. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. During the year under review, the Company had no woman employee. CASH FLOW STATEMENT The Cash flow statement for the year ended June 30, 2014 is attached to the Balance Sheet. VIGIL MECHANISM / WHISTLE BLOWER POLICY In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/ Whistle Blower Policy has been established by the Company to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. RISK MANAGEMENT POLICY AND REPORT Your company has taken adequate measures to mitigate various risks impacting the Company, which includes the identification of various risk elements and steps for mitigation of the same. AUDITORS M/s. Pravin Chobe & Company, Chartered Accountants, Auditors of the Company retire at ensuing Annual General Meeting. The Company has received a letter, from the Auditors expressing their desire to discontinue, as Statutory Auditors of the Company. Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013, Board of Directors has recommended to appoint M/s. Motwani & Co., Chartered Accountants, Nagpur, (Firm Registration No.129106W) as the Statutory Auditors of the Company, in place of M/s. Pravin Chobe & Co., Chartered Accountants, Nagpur, who wish to discontinue. BOARD MEETINGS During the year under review, 5 Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report. SHARE CAPITAL As at June 30, 2014 the Authorised Share Capital of the Company was Rs. 11.00 Crores and the paid-up Equity Share Capital stood at Rs. 6.52 Crores. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. LISTING OF SHARES During the year, the Shares of the Company were listed on The Bombay Stock Exchange Limited, Mumbai under Scrip Code No. 526841. The Company has from time to time complied with requirements under Listing Agreement. COMMITTEES The Company has total three Committees namely Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. The details of which are given in the Corporate Governance Report, forms an integral part of this report. CORPORATE GOVERNANCE CERTIFICATE Your Company is committed to achieve the highest standards of Corporate Governance. It has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with. A separate statement on corporate governance is enclosed as a part of the Annual Report along with the Auditor's Certificate on its compliance as Annexure C to the Board's report.. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. With respect to Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014, due to no Own Processing operations and only the residual Job Work activities in the solvent extraction plant, the Conservation of energy and Technology absorption are not applicable. A separate statement of Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as Annexure D to the Board's report.. PARTICULARS OF EMPLOYEES In respect of particulars of employees pursuant to Section 196 & 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees employed throughout the year and were in receipt of remuneration over the maximum limit prescribed under these sections. HUMAN RESOURCES The company has adapted good practices to retain, encourage and develop skills of all the employees of the company. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. During the year under review, the Company had no woman employee. CASH FLOW STATEMENT The Cash flow statement for the year ended June 30, 2014 is attached to the Balance Sheet. VIGIL MECHANISM / WHISTLE BLOWER POLICY In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/ Whistle Blower Policy has been established by the Company to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. RISK MANAGEMENT POLICY AND REPORT Your company has taken adequate measures to mitigate various risks impacting the Company, which includes the identification of various risk elements and steps for mitigation of the same. AUDITORS M/s. Pravin Chobe & Company, Chartered Accountants, Auditors of the Company retire at ensuing Annual General Meeting. The Company has received a letter, from the Auditors expressing their desire to discontinue, as Statutory Auditors of the Company. Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013, Board of Directors has recommended to appoint M/s. Motwani & Co., Chartered Accountants, Nagpur, (Firm Registration No.129106W) as the Statutory Auditors of the Company, in place of M/s. Pravin Chobe & Co., Chartered Accountants, Nagpur, who wish to discontinue. COMMENTS ON THE AUDITORS' REPORT The observations made in the Auditors Report are self explanatory and therefore, need not require any further comments. ENCLOSURES a) Annex-A: Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section. b) Annex-B: Management Discussion and Analysis Report. c) Annex-C: Report on Corporate Governance. d) Annex-D: Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo. APPRECIATION & ACKNOWLEDGEMENT The Directors acknowledge with thanks co-operation and unstinted support and co-operation received from the Hon'ble BIFR, Arvind Sahakari Bank Ltd., suppliers, customers, shareholders and employees of the Company, during the year under review. The Directors also record their appreciation of the dedication of all the employees of the Company For and on behalf of the Board Raghav Sharma CHAIRMAN & MANAGING DIRECTOR 00588740 Place: Nagpur Date: December 4, 2014 |