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March 2014

Disclosure in board of directors report explanatory

DIRCTOR’S REPORT

 

Your Director has pleasure in presenting the 54th Annual Report and Audited Account for the Year ended 31st March, 2014.

 

1.                  FINANCIAL RESULTS:                                                                                                           (Rs. In Lacs)

Particular

Year ended

31st March, 2014

Year ended

31st March, 2013

Gross Income

11059.60

8967.59

Profit/ Loss before interest, Dep. & Tax

172.94

37.82

Interest

60.09

5.04

Depreciation

13.03

16.01

Provision for Taxation

22

.46

Net Profit/ (Loss)

77.82

16.31

Balance brought forward

37.56

21.25

Balance carried to Balance Sheet

77.82

37.56

 

        2.     OPERATONS: The company activity were local trading and import of chemicals. During the year under review it has         

 register the growth of 18.92% as compared to last yr’s sales. Due to stiff competition and Foreign Currency fluctuation     

 profitability of your company has been severely effected.  The directors hope to achieve better results during the current year.

  

        3.     DIVIDEND: Your directors don’t recommend any dividend during the year under review.

 

4.       Board of Directors: In accordance with the provisiov of Companies Act, 2013 the Article of Association of the Company

four directors Sh. Pratik Didwania, Sh. Rajendra Agarwal, Sh. Damodar Vyas, Ms. Annie Jaquim Fernandes ; retires at the ensuring Annual General Meeting and being eligible offered themselves for re-appointment.

 

5.        Fixed Deposits: Your Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under during the year under review from public.

 

6.        Auditors: M/s. P.V. Page & Co. Chartered Accountants, The Auditors of the company retire at the ensuring Annual General Meeting and our unable to continue as statutory auditors. Board of  Directors thanks them for services rendered to the company and for their long association with the company as auditors. The Board of Directors recommended  

M/s  P.V.Page & Co. Chartered Account as statutory auditors for the year 2013-2014.  The said Auditors have furnished a certificate that if appointment shall be within the limits prescribed under section 139 of the Companies Act, 2013. Members are requested to consider their appointment as auditor and authorized board of directors to fix their remuneration.

 

7.        STATUTORY DISCLOSURE: Information required to be given 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) A rule, 1988 does not apply to your company as the company is not engaged in manufacturing activities.

i)  Foreign Exchanges: There was no foreign exchange earnings during the year but, company imported goods worth CIF   

     value of Rs. 25,23,82,081/- during the year ending 31 –March 2014 for trading purpose

ii)   In the preparation of the annual accounts, the applicable accounting standards have been followed;

iii)   Standard accounting policies have been consistently applied in consultation with the auditors.

iv)   The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of this company and for preventing and detecting fraud and other regulation.

v)    These accounts have been prepared on an ongoing concern basis.   

  8.    Directors Responsibility Statement: Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 the                Directors state that: In the preparation of Annual accounts for the financial year ended 31st March 2014 the applicable         accounting standard have been followed along with proper explanation relating to material departures.

                The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that                 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014            and of the profit and loss account of the Company under review.

                The Directors have taken proper and sufficient care for the maintenance of 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             frauds and other irregularities. The Annual Accounts have been prepared on a going concern basis.

9.   Particulars of Employees: As there are no employees in receipt of Remuneration of Rs 24, 00,000 or more for the year or Rs. 2, 00,000/- per month if employed for part of the year, the statement made under Section 217 (AA) is not applicable.

10. APPRECIATION: The Board wishes to express their sincere appreciation to all the staff members for their efforts and       contribution made to the progress of the company and to the Bankers, Shareholder, Customers and Suppliers for their               sustained support.

 

                                                                                                             On Behalf of the board of directors

FOR PESTICIDES & BREWERS LIMITED

 

 

 

Place: Mumbai                                                                                                     MR. OMPRAKASH G. BERLIA

Date: 03/09/ 2014                                                                                                       MANAGING DIRECTOR

Details regarding management discussion and analysis explanatory

DIRCTOR’S REPORT

 

Your Director has pleasure in presenting the 54th Annual Report and Audited Account for the Year ended 31st March, 2014.

 

1.                  FINANCIAL RESULTS:                                                                                                           (Rs. In Lacs)

Particular

Year ended

31st March, 2014

Year ended

31st March, 2013

Gross Income

11059.60

8967.59

Profit/ Loss before interest, Dep. & Tax

172.94

37.82

Interest

60.09

5.04

Depreciation

13.03

16.01

Provision for Taxation

22

.46

Net Profit/ (Loss)

77.82

16.31

Balance brought forward

37.56

21.25

Balance carried to Balance Sheet

77.82

37.56

 

        2.     OPERATONS: The company activity were local trading and import of chemicals. During the year under review it has         

 register the growth of 18.92% as compared to last yr’s sales. Due to stiff competition and Foreign Currency fluctuation     

 profitability of your company has been severely effected.  The directors hope to achieve better results during the current year.

  

        3.     DIVIDEND: Your directors don’t recommend any dividend during the year under review.

 

4.       Board of Directors: In accordance with the provisiov of Companies Act, 2013 the Article of Association of the Company

four directors Sh. Pratik Didwania, Sh. Rajendra Agarwal, Sh. Damodar Vyas, Ms. Annie Jaquim Fernandes ; retires at the ensuring Annual General Meeting and being eligible offered themselves for re-appointment.

 

5.        Fixed Deposits: Your Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under during the year under review from public.

 

6.        Auditors: M/s. P.V. Page & Co. Chartered Accountants, The Auditors of the company retire at the ensuring Annual General Meeting and our unable to continue as statutory auditors. Board of  Directors thanks them for services rendered to the company and for their long association with the company as auditors. The Board of Directors recommended  

M/s  P.V.Page & Co. Chartered Account as statutory auditors for the year 2013-2014.  The said Auditors have furnished a certificate that if appointment shall be within the limits prescribed under section 139 of the Companies Act, 2013. Members are requested to consider their appointment as auditor and authorized board of directors to fix their remuneration.

 

7.        STATUTORY DISCLOSURE: Information required to be given 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) A rule, 1988 does not apply to your company as the company is not engaged in manufacturing activities.

i)  Foreign Exchanges: There was no foreign exchange earnings during the year but, company imported goods worth CIF   

     value of Rs. 25,23,82,081/- during the year ending 31 –March 2014 for trading purpose

ii)   In the preparation of the annual accounts, the applicable accounting standards have been followed;

iii)   Standard accounting policies have been consistently applied in consultation with the auditors.

iv)   The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of this company and for preventing and detecting fraud and other regulation.

v)    These accounts have been prepared on an ongoing concern basis.   

  8.    Directors Responsibility Statement: Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 the                Directors state that: In the preparation of Annual accounts for the financial year ended 31st March 2014 the applicable         accounting standard have been followed along with proper explanation relating to material departures.

                The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that                 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014            and of the profit and loss account of the Company under review.

                The Directors have taken proper and sufficient care for the maintenance of 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             frauds and other irregularities. The Annual Accounts have been prepared on a going concern basis.

9.   Particulars of Employees: As there are no employees in receipt of Remuneration of Rs 24, 00,000 or more for the year or Rs. 2, 00,000/- per month if employed for part of the year, the statement made under Section 217 (AA) is not applicable.

10. APPRECIATION: The Board wishes to express their sincere appreciation to all the staff members for their efforts and       contribution made to the progress of the company and to the Bankers, Shareholder, Customers and Suppliers for their               sustained support.

 

                                                                                                             On Behalf of the board of directors

FOR PESTICIDES & BREWERS LIMITED

 

 

 

Place: Mumbai                                                                                                     MR. OMPRAKASH G. BERLIA

Date: 03/09/ 2014                                                                                                       MANAGING DIRECTOR

Disclosures relating to employee stock option scheme explanatory

DIRCTOR’S REPORT

 

Your Director has pleasure in presenting the 54th Annual Report and Audited Account for the Year ended 31st March, 2014.

 

1.                  FINANCIAL RESULTS:                                                                                                           (Rs. In Lacs)

Particular

Year ended

31st March, 2014

Year ended

31st March, 2013

Gross Income

11059.60

8967.59

Profit/ Loss before interest, Dep. & Tax

172.94

37.82

Interest

60.09

5.04

Depreciation

13.03

16.01

Provision for Taxation

22

.46

Net Profit/ (Loss)

77.82

16.31

Balance brought forward

37.56

21.25

Balance carried to Balance Sheet

77.82

37.56

 

        2.     OPERATONS: The company activity were local trading and import of chemicals. During the year under review it has         

 register the growth of 18.92% as compared to last yr’s sales. Due to stiff competition and Foreign Currency fluctuation     

 profitability of your company has been severely effected.  The directors hope to achieve better results during the current year.

  

        3.     DIVIDEND: Your directors don’t recommend any dividend during the year under review.

 

4.       Board of Directors: In accordance with the provisiov of Companies Act, 2013 the Article of Association of the Company

four directors Sh. Pratik Didwania, Sh. Rajendra Agarwal, Sh. Damodar Vyas, Ms. Annie Jaquim Fernandes ; retires at the ensuring Annual General Meeting and being eligible offered themselves for re-appointment.

 

5.        Fixed Deposits: Your Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under during the year under review from public.

 

6.        Auditors: M/s. P.V. Page & Co. Chartered Accountants, The Auditors of the company retire at the ensuring Annual General Meeting and our unable to continue as statutory auditors. Board of  Directors thanks them for services rendered to the company and for their long association with the company as auditors. The Board of Directors recommended  

M/s  P.V.Page & Co. Chartered Account as statutory auditors for the year 2013-2014.  The said Auditors have furnished a certificate that if appointment shall be within the limits prescribed under section 139 of the Companies Act, 2013. Members are requested to consider their appointment as auditor and authorized board of directors to fix their remuneration.

 

7.        STATUTORY DISCLOSURE: Information required to be given 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) A rule, 1988 does not apply to your company as the company is not engaged in manufacturing activities.

i)  Foreign Exchanges: There was no foreign exchange earnings during the year but, company imported goods worth CIF   

     value of Rs. 25,23,82,081/- during the year ending 31 –March 2014 for trading purpose

ii)   In the preparation of the annual accounts, the applicable accounting standards have been followed;

iii)   Standard accounting policies have been consistently applied in consultation with the auditors.

iv)   The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of this company and for preventing and detecting fraud and other regulation.

v)    These accounts have been prepared on an ongoing concern basis.   

  8.    Directors Responsibility Statement: Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 the                Directors state that: In the preparation of Annual accounts for the financial year ended 31st March 2014 the applicable         accounting standard have been followed along with proper explanation relating to material departures.

                The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that                 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014            and of the profit and loss account of the Company under review.

                The Directors have taken proper and sufficient care for the maintenance of 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             frauds and other irregularities. The Annual Accounts have been prepared on a going concern basis.

9.   Particulars of Employees: As there are no employees in receipt of Remuneration of Rs 24, 00,000 or more for the year or Rs. 2, 00,000/- per month if employed for part of the year, the statement made under Section 217 (AA) is not applicable.

10. APPRECIATION: The Board wishes to express their sincere appreciation to all the staff members for their efforts and       contribution made to the progress of the company and to the Bankers, Shareholder, Customers and Suppliers for their               sustained support.

 

                                                                                                             On Behalf of the board of directors

FOR PESTICIDES & BREWERS LIMITED

 

 

 

Place: Mumbai                                                                                                     MR. OMPRAKASH G. BERLIA

Date: 03/09/ 2014                                                                                                       MANAGING DIRECTOR

 

 

 

 

 

 

 

 

 

Annexure to Directors’ Report

Report on Corporate Governance

(Pursuant to clause 49 of the Listing Agreement)

 

A.       MANDATORY REQUIREMENTS

1. Company’s philosophy on code of corporate Governance: The Company believes in the practice of good Corporate Governance.

     A  continuous process of  delegation of powers  commensurate with accountability coupled with trust, faith and transparency has been embedded in the day to day functioning. The company will endeavor to improve on these aspects on an ongoing basis.

 

2.  Board of Directors: Size of the Board: The Board of Directors of the Company consists of 8 Directors. Composition,    category  

     and their attendance at the Board  meetings during the year and at the last Annual General Meeting as also the number of other  

    Directorship / Membership of Committees are as follows:

 

Name of the Director

 

 

Category of Directorship

No. of Board Meetings attended

Attendance at last AGM

No. of other companies excluding Pvt.Ltd.companies in which Director

 

No. of Committees (other than Pesticides & Brewers Ltd.) in which member

Shri.Omprakash Berlia

Managing Director

6

YES

NIL

NIL

Shri.Rajan Agarwal

Independent N.E.D

6

YES

THREE

TWO

Shri.Damodar Vyas

Independent N.E.D

6

YES

NIL

NIL

Ms.Annie Fernandez

Independent N.E.D

6

YES

NIL

NIL

Shri.Bishwanath Jhunjhunwala

Independent N.E.D

0

NO

NIL

NIL

Arun Todi

Independent N.E.D

6

YES

NIL

NIL

Pratik Didwania

Independent N.E.D

6

NO

NIL

NIL

Parimal Mehta

Executive Director

6

YES

NIL

NIL

 

No. of Board Meetings held during the year along with the dates of the meeting: During the year four Board Meetings were held on: 10.04.2013, 25.05.2013, 26.08.2013, 28.10.2013, 06.01.2014, 31.03.2014

 

3.  Audit Committee:  Terms of Reference and Composition, Names of Members and Chairman. During the year under review Audit Committee comprised of Mr.Rajan Agarwal,   Chairman, Mr.Omprakash Berlia and Mr.Damodar Vyas are Member. The terms of reference of these Committees are wide enough covering the matter specified for Audit Committee under the Listing Agreement. Five meetings were held during the year ended 31st March, 2014. Mr.Rajan Agarwal, Mr.Omprakash Berlia, Mr.Damodar Vyas and Ms. Annie Fernandez attended all the Meetings.

 

4.Remuneration Committee: The Company has not formed a Remuneration Committee. Remuneration of Directors – No Director is drawing any remuneration.  Non-Executive Directors Non-Executive Directors are presently paid only sitting fees for attending Board Meetings.

Name of Directors

Sitting Fees Paid (Rs.)

Mr.Omprakash Berlia

Mr.Rajan Agarwal

Ms.Annie Fernandez

Mr.Damodar Vyas

Mr.Bishwanath Jhunjhunwala

Arun Todi

Partik Didwania

Parimal Mehta

NA

NA

NA

NA

NA

NA

NA

NA

 

5. Investor’s / Shareholders’ Committee:  The members of the Committee are Mr.R.K.Agarwal, Chairman, Mr.O P Berlia and Mr.Damodar Vyas.Three meetings of the committee were held during the year which was attended by all the members.

 

 6. Compliance Officer:  Mr.Jignesh Mehta (Manager)

 

 7. General Body Meetings:   The last three Annual General Meetings were held as under:

 

Financial Year

Date

Time

Location

2010-2011

2011-2012

2012-2013

30.09.2011

29.09.2012

30.09.2012

10.00A.M

10.00A.M

10.00A.M

Chitalsar, Manpada,S.V.Road,Thane,Maharashtra

Chitalsar, Manpada, S.V.Road,Thane,Maharashtra

Chitalsar, Manpada, S.V.Road,Thane,Maharashtra

 

No special resolutions was put through postal ballot nor is any proposed for this year

 

8. Disclosures: There were no transactions of material nature with its promoters. The Directors or the Management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of the Company at large.

 

9. Means of Communication: Half yearly and quarterly results have been posted directly to share holders.

 

10. General Shareholder Information: AGM Date, Time and Venue , Monday, 30th Sept.2014 at 10.00AM. At Chitalsar, Manpada, S.V.Road, Thane-400 607. , Maharashtra. Date of book closures 23 /9/2014 to 30/9/2014. Listing on Stock Exchange Bombay Stock Exchange. rock Code No:  506580            

 

11. Depository: As company shares has not been demated, so there is no demate account.

Market Price Data: As Bombay Stock Exchange Ltd. has suspended trading of company share on Stock exchange, we are unable to give any price/transactions of shares during the year ended 31.03.2014.

Register & transfer – Pesticides & Brewers Limited, Share department- Chitalsar, Manpada, S.V.Road, Thane-400 607. , Maharashtra.Contact Person: Mr.Jignesh Mehta, Tel No:022-65937468.

Share transfer system: The Board has delegated the powers of approving transfers of shares to a Committee of Senior executive. The Committee met 12 times during the year and approved the transfer of shares lodged with the Company.

Distribution of Shareholding as on 31.03.2014

 

No. of Equity Shares Held

No. of Shareholders

%

No. of Shares

%

Upto 5000

2144

99.26

235489

22.43

5001 to 10000

3

0.14

23200

2.21

10001 to 20000

2

0.09

22000

2.10

20001 to 30000

2

0.09

48800

4.65

30001 to 40000

NIL

 

NIL

NIL

40001 to 50000

1

0.05

41911

3.99

50001 to 100000

8

0.37

678600

64.63

Total

2160

100

814511

100

 

Shareholding Pattern (as on 31.03.2014)

Category of Shareholders                                                                                                                       Percentage %

Non Resident

Individuals                                                                                                                                                 19.05%

Resident

Financial Institution Banks                                                                                                                             0.24%

Indian Promoters & Persons acting in concert                                                                                                    0.09%

Bodies Corporate & Individuals                                                                                                                                     80.62%

                                                                                                                                                                        100.00

Outstanding GDRS/ADRS/Warrants or                                                                                                          Not issued

Any Convertible instruments, Conversion

Date and likely impact on equity

 

Address for correspondence: Shareholder’s Correspondence should be addressed to :Share department, Pesticides And Brewers Limited, Chitalsar, Manpada, S.V.Road,Thane-400 607. , Maharashtra