DIRECTORS' REPORT TO THE MEMBERS, Your Directors have pleasure in presenting their 26th Annual Report together with the Audited Accounts and Auditor's Report of the Company for the year ended on 31st March 2015. RESULTS OF OPERATIONS Your Company has achieved a turnover of " 29848.68 lakhs in the current year against " 21317.23 lakhs in the previous year. Operating Profit (EBIDTA) for the year stood at " 3506.65 lakhs, an increase of 49.91% from " 2339.07 lakhs in comparison to 2013-14. Your Directors consider overall performance of the Company is satisfactory. MODERNISATION AND EXPANSION The expansion cum modernization project of the distillery unit undertaken by the Company have improved the operation of the company. Further, the company has chalked out ambitious plan for SAP ERP implementation, which is under implementation and going to generate result in coming years. DIVIDEND Your directors have pleasure in recommending Dividend of 5% for approval of members on 9039600 Equity Shares of " 10 each (Dividend per Share " 0.50) for the year at the ensuing Annual General Meeting (Previous year Nil) DIRECTORS' RESPONSIBILITY STATEMENT As required under section 134(5) of the Companies Act, 2013 the Directors confirm that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed. b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2015 and of its profit for the year ended on that date. c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities. d) The annual accounts have been prepared on a going concern basis. e) The directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and was operating effectively. f) The director had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively. COMPOSITION OF BOARD: In pursuance of requirement of a women director in the Board as per Companies Act, 2013 Mrs. Dishita Tibrewal was appointed as Additional Director on 27th March 2015 and going to vacate office at ensuring annual general meeting. Being eligible offer herself for appointment as director of the company. Necessary consent along with requisition and earnest money deposit has been received by the company. Mr. Ashish Gadia, director of the company retires by rotation and offers himself for re-appointment. The Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Social Corporate Responsibility Committee. DECLARATION BY INDEPENDENT DIRECTORS Necessary declarations have been obtained from all the Independent Directors under sub section (7) of Section 149 of the Companies Act. 2013. MEETINGS During the year Twenty Two Board Meetings, Four Audit Committee, Five Stakeholder Relationship Committee, One Nomination & Remuneration Committee and One CSR Committee Meeting were convened and held. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS Pursuant to the provisions of the Companies Act, 2013 and stipulated under clause 49 of listing agreement the board of directors adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual directors. The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the company. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES As part of its initiatives under "corporate social responsibility" (CSR), the company has constituted Corporate Social Responsibility Committee. The CSR Committee has framed the CSR policy of the company. As the Committee was unable to get user / activities identified, hence the company has not spent any amount for cSr activities during the year. Annual Report on CSR activities is annexed herewith as: "Annexure A" CORPORATE GOVERNANCE The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 of the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary caurse of business. RISK MANAGEMENT & ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company's system of finacial and compliance control with reference to the financial statements and risk management is embedded in the business process by which the company pursues its objectives. Management is responsible for establishing and maintaining adequate disclosures controls and procedures and adequate internal controls over financial reporting with respect to financial statement besides its effectiveness in the context of applicable regulations. The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements. AUDITORS' REPORT As regards remarks of the Auditors in respect of non-transfer of the amount required to be transferred to Investor Education and Protection Fund during the year, the same was delayed due to delay in receipt of reconciliation thereof, which is being transferred during the financial year 2015-16. Further, as regard the comment of the Auditors about strengthening of internal control system, the management is in process of implementation of SAP ERP system and taking other corrective measures to get the same improved. As regard the comment of the Auditors in respect of certain delay in payment of service tax and entry tax, the same was arose due to difference of opinion about applicability thereof. However, the company has taken appropriate steps about correction of the same. AUDITORS M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. SECRETARIAL AUDIT As required under section 204(1) of the companies Act, 2013 and the Companies (Appointment and Remuneration of management Personnel) Rules, 2014 the Company has appointed M/s K. Arun & Co. (Company Secretaries) Kolkata - 700017, Secretarial Auditor of the company. Secretarial Audit report is annexed herewith as "Annexure B" EXTRACT OF ANNUAL RETURN The detail forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as "Annexure C" SUBSIDIARY COMPANY: The Statement containing silent features of the financial of the subsidiary Company M/s Vedant Energy Ltd. Is attached hereto in form AOC -1 pursuant to the provisions of section 129(3) of the Act read with Companies (Accounts) Rule, 2014. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company. CONSOLIDATED FINANCIAL STATEMENTS In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report includes Consolidated Financial Statements for the financial year 2014-15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure - D and forms part of this report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements. FIXED DEPOSITS During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014. GENERAL Your Directors state that no disclosure of reporting is required in respect of the following items as there were no transactions on these items during the year under review. a) Issue of equity shares with differential rights as to divided, voting or otherwise. b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme. c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration of commission from its subsidiary. d) No significant of material orders were passed by the Regulators of Courts or Tribunals which impact the going concern status and Company's operations in future. PERSONNEL The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels. The information required pursuant to Section 197 Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employee of the company, will be provided upon request. In terms of section 136 of the Act, the report and accounts are being sent to the members and others entitle thereto, excluding the information the information on employees' particulars which is availing for inspection by members at the registered office of the Company during business hour on working days of the company up to the date of ensuing General meeting. If any member is interested in inspecting the same, such member may write to the company in advance. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 I. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of each Key managerial Personnel (KMP) against the performance of the Company are as under: II. There were 304 permanent employees on the roll of the company as on 31st March, 2015 III. Median Remuneration of the employee of the Company during the financial year was " 1.28 Lakh IV. Comparison of remuneration of the Key managerial personnel (s) against the performance of the Company The total remuneration of KMP increased by 33.32% from " 9.36 Lakh in 2013-14 to " 12.48 Lakh in 2014-15 whereas the profit increased by 111.07% (from " 584.46 lakhs in financial year 2013-14 to " 1233.64 Lakhs in financial year 2014-15) V. Variation in the market capitalisation of the company: The market capitalisation as on 31st March, 2015 " 93.29 Crore ( 16.77 Crore was as on 31st March, 2014). VI. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year 2014-15 was 8.5%. VII. Ratio of the remuneration of the highest paid director to that of employees who are not director but receive remuneration in excess of the highest paid director during the year 1:88. VIII. The parameters for the variable component of remuneration availed by the directors are considered by the board of directors base on the recommendation of Nomination and Remuneration Committee as per the Remuneration Policy of the Directors, Key managerial personnel and other employees. IX. It is herby affirm that the remuneration paid is as per the Remuneration Policy for the Directors, key managerial Personnel and other employees. STAEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 EMPLOYED THROUGHOUT THE FINANCAL YEAR 2014-15. Name Age Qualification Designation Date of Commencement of the employment Experience (Years) Gross Remuneration Previous Employment Previous Designation Shri Anand Kumar Kedia, 50, M Com. Chairman - Business Promotion & Development, 01/04/1999, 25 years, " 312.89 Lakh, Shri Prasann Kumar Kedia, 43, MBA, Vice Chairman - Operation & Business Development, 01/04/1994 , 21 years, "310.48 Lakh. ACKNOWLEDGEMENT Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review. FOR AND ON BEHALF OF THE BOARD Ashish Gadia Director DIN -00736991 Nitin Tibrewal Director DIN - 01892892 Place: Indore Dated: 30th May, 2015 |