DIRECTORS' REPORT DEAR MEMBERS, Your Directors present the 80th Annual Report together with the Audited Financial Statement of the Company for the financial year ended 31st March 2015. 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 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 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 1" 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 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 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 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 |