DIRECTOR'S REPORT: To, The Shareholders, Your Directors are presenting before you the 38th Annual Report of the Company for the year ended 31.3.2012. OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS During the year under consideration the company's turnover and other receipts stands at Rs. 18757 Lacs as against Rs. 11284 Lacs achieved during last year. The Company has incurred Loss of Rs. 122 lacs as against Loss of Rs. 580 lacs incurred in the previous year. However, after incorporating provision for Deferred Tax Liabilities of Rs.lll lacs (previous year Deferred Tax Assets of Rs.163 Lacs), the balance works out to Loss of Rs.233 lacs as against Loss of Rs.417 lacs in the previous year which has been carried to Balance Sheet together with brought forward losses of earlier years. During the year, the Company has processed 23961 .M.T of Soyabean Seed as against 18247 M.T in the previous year. Similarly, the Company has refined 12118 M.T. Crude Oil in its Refinery as against 8526 M.T. refined in the previous year. The Soya Division recorded a net turnover of Rs.11739 lacs during the year as against Rs. 7267 lacs in the previous year. In Dairy Division the Company had achieved a Turnover of Rs. 6646 Lacs as against Rs.3845 Lacs in the previous year. The Company continued to utilize its Manufacturing facilities by doing Job Work on behalf of other parties. It had processed 18944 KL of milk on behalf of third party as against 16549 KL processed during last year. The Soya Industry continues to under perform during this year. The price of Soyabean seed has gone up at a record level due to speculative tendency. This resulted in disparity in operations. Similarly, realization of Soya Oil was subdued due to import of edible oil and depressed market conditions. Moreover, the cost of input and consumables such as coal, hexane (petroleum products), power etc had gone up during the year. The dairy operations, however, was favourable during the year. The company has achieved satisfactory capacity utilization by processing milk on behalf of self as well as on behalf of AMUL. Though the price of milk has gone up during the year, yet because of corresponding increase in realization of finished goods, the overall performance was better in comparison to last year. Due to satisfactory performance of Dairy Division, the Company could reduce loss to substantial extent from Rs.580 lacs in the previous year to Rs.122 lacs in the current year, inspite of unfavourable soya operations. Your Directors are glad to inform that M/s. Girdharilal Sugar And Allied Industries Ltd., an associate concern, has shown interest in Soya & Dairy business of the Company and they have made an application to State Government in April, 2011 for making strategic investment in our Company in terms of provisions of new Industrial Policy of the State Government and is awaiting their approval. Soya operations continues to be subdued during the current months. Your Directors are concerned that even Dairy operations in the current months are not very satisfactory due to lower demand/realization of finished goods. Your Directors however, expects good monsoon, as predicted, which may result in better results in coming months. DIVIDEND Due to carry over losses, no dividend is declared. REFERENCE TO BIFR The Company continues to remain a Sick Company duly registered with BIFR. The Modified Draft Revival Package incorporating various reliefs and concessions, submitted by company's banker to BIFR is yet to be considered by them.. FIXED ASSETS During the year under review, the Company has incurred normal capital expenditure of Rs 19.03 lacs for improvement of Plant efficiency as well as in view of processing contract with FMCG company in its Dairy division. Assets of Rs.0.37 lacs (cost) has been sold during the year. PUBLIC DEPOSIT The company did not invite or accept any deposit from the Public during the year under section 58A of the Companies Act, 1956. AUDITORS REPORT The Notes to the Accounts referred to in the Auditor's Reports have been properly explained in 'Notes to the Accounts'. Your Directors, however, would like to briefly clarify the Auditors Qualification in para '8' of their report as follows:- i) In view of Company's request for exemption from the provision of Section 205C of the Companies Act, 1956 pending before BIFR/Department of Company Affairs explaining justification thereof, the Company has not transferred the amount, due to Debenture holders to the credit of Investors Education And Protection Fund. ii) Depreciation only to the extent of machines used has been provided and balance amount of depreciation is not provided for. iii) Auditors Note regarding adoption of Revised AS-15 has been dealt exhaustively in Point No,33 of notes to the Accounts. iv) No provision has been made in the Accounts in respect of demand of Central Excise and Sales Tax since the Company has appealed against such demand before the Higher Authorities. v) The Accounts of the Company has been prepared as going concern basis in view of the implementation of the original revival scheme approved by BIFR. DIRECTORS Shri M.S. Bidasaria, Director of the Company retire by rotation and being eligible offer himself for reappointment. In view of the valuable contribution made by Shri M.S. Bidasaria for the progress of the company, the Board of Directors recommend to the shareholder to reappoint him as Director of the company. PARTICULARS OF EMPLOYEES The statement pursuant to the provision of section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employee has drawn not more than Rs.60,00,000 per annum or Rs.5,00,000 per month during the relevant year. AUDITORS The statutory Auditors of the Company M/s. M.Mehta & Company, Chartered Accountants, Indore, retire at the conclusion of the 38th Annual General Meeting and being eligible offer themselves for reappointment. The Directors recommend for approving reappointment of M/s. M. Mehta & Company, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration. DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms: i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure; ii) That the selected accounting policies were applied consistently and the directors 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 as at March 31, 2012 and of the Loss of the company for the year ended on that date; iii) That proper and sufficient care has been taken 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 fraud and other irregularities. iv) That the Annual accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE Corporate governance report is annexed. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO The information required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report. INDUSTRIAL RELATIONS The company continued to maintain cordial relations with its employees at all levels. ACKNOWLEDGMENT Your Directors acknowledge with gratitude the support received by the company from Bank, Government, Employees and others. By order of the Board For PREMIER INDUSTRIES (INDIA) LIMITED RA3ESH AGRAWAL CHAIRMAN DATE: 31.05.2012 PLACE: INDORE |