The Directors are pleased to present the 22 Annual Report and Audited Statements ofAccounts for the period ended on 31 March 2014.
(Rs. in lacs)
|Particulars ||2013-14 ||2012-13 |
|Net Sales/Income ||1148.36 ||3550.54 |
|Other Income ||8.88 ||27.63 |
|(Increase)/Decrease in Stock ||532.78 ||3379.94 |
|Total Expenditure ||7654.81 ||13914.69 |
|Profit (Loss) before Int/Tax/Dep ||670.58 ||(4630.07) |
|Interest ||4179.08 ||4060.18 |
|Depreciation ||1638.91 ||1646.26 |
|Misc Expenses W/o ||- ||- |
|Profit (loss) before Tax ||(6488.57) ||(10336.51) |
|Provision for Taxation ||- ||- |
|Profit after Current Tax ||(6488.57) ||(10336.51) |
|Provision for deferred Tax ||(367.18) ||(534.96) |
|Mat Credit Entitlement/Reversal ||105.51 ||145.29 |
|Profit/(Loss) after Tax ||(6226.90) ||(9946.84) |
|Extra Ordinary Items including Previous year adjustments ||11.70 ||39.47 |
|Net Profit/(Loss) After tax ||(6238.60) ||(9986.31) |
In view of the loss your directors regret their inability to recommend any Dividendfor the year under review.
During the year under review your company has achieved a net income of Rs. 11.57Crores (previous year Rs. 35.78 crores). The Sales in the Current financial year i.e.2013-14 of the Company have been adversely affected due to discontinuation of Shipments ofCanned Mushrooms to US.
The company has aggressively started selling fresh mushrooms in the domestic market.The response from these markets are encouraging.
The final commissioning of the Chennai unit is delayed due to financial crunch beingfaced by the Company.
The Statutory Auditors M/s Rakesh Singla & Associates Chartered Accountants (FirmRegistration No. 03371N) retire at the ensuing Annual General meeting and has confirmedtheir eligibility and willingness to accept office if re-appointed. The Audit Committeeand the Board of Directors recommends the reappointment as the Auditors of the Company fora period of five years.
As per the requirement of the Companies Act2013 all the Independent Directors on theBoard as on 1 April2014 namely Mr. Jalesh Grover Mr. Ajay Arora and Mr. Multan SinghKadian shall be re-appointed for a tenure of 5 years and the same shall be confirmed atthe ensuing Annual General Meeting.
The Official Term of Mr. Malvinder Singh Chairman and Managing Director has expired on30 June2014 the Board of Directors at the meeting held on 4 August2014 have appointedhim as Executive Chairman of the Company for a period of 5 years commencing from 1August2014 subject to the approval of shareholders in the ensuing Annual General Meeting.Further Mr. Vivek Atri has been appointed as Managing Director of the Company for aperiod of five years commencing from 1 August2014 at the meeting of the board ofdirectors held on 4 August2014 subject to approval of shareholders and Central Governmentas may required in the ensuing Annual General meeting.
PARTICULARS OF EMPLOYEES
There is no employee in the Company whose particulars are required to be given underSection 217(2A) of the Companies Act 1956 read with the Companies (Particulars ofEmployees) Rules 1975
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies Act 1956 withrespect to Directors Responsibilities Statement it is hereby confirmed:
i) That in the preparation of accounts for the period ended 31 March 2014 theapplicable Accounting Standards had been followed and there are no material departures:
ii) That the selected Accounting Policies are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the year end and profit ofthe Company for that period;
iii) That proper and sufficient care has been taken for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;
iv) That the accounts have been prepared on a going-concern basis.
INTERNAL CONTROL AND ADEQUACY
The Company has adequate system of internal controls to ensure that all assets aresafeguard transactions are authorized optimum utilization of resources costs arecontrolled reporting of financial transactions and compliance with applicable law andregulations.
BIFR AND REHABILITATION
The Networth of the Company is continuing to be fully eroded. The reference beforeBoard for Industrial & Financial Reconstruction (BIFR) is pending for determination ofsickness of the Company. A suitable rehabilitation scheme shall be submitted to the BIFRupon declaration of the company as Sick Industrial Unit. The Asset Sale Committee of theLenders have initiated sale of non-core and surplus assets of the Company.
The Company has appointed Dr. Vimal Kumar (Membership No. 9982) Prop.of M/s V.Kumar andAssociates SCO 124-125 Sector 34A Chandigarh Cost and Works Accountants as the CostAuditors of the Company for the financial year 2013-14 for filing of Compliance Report asper Cost Accounting Record Rules2011 issue vide notification of Ministry of CompanyAffairs (MCA) dated 3 June2011
The Board of Directors of your Company has appointed Mr. Ankit Goyal CharteredAccountant (Membership No. 529874) as Internal Auditor pursuant to provisions of Section138 of the Companies Act2013 for the Financial Year 2014-15.
The Board of Directors of your Company has appointed M/s Kanwaljit Singh &Associates Practicing Company Secretary Chandigarh as Secretarial Auditor pursuant toprovisions of Section 204 of the Companies act2013 for the Financial Year 2014-15.
Observations made in the Auditors' Report are self- explanatory and therefore do notcall for any further explanation.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee has been constituted as per therequirements of Companies Act2013 which shall formulate the policy for appointment ofDirectors and Remuneration including criteria for determining qualification positiveattributes independence of a director and other matters as provided under sub-section (3)of Section 178 of the Companies Act2013 and necessary disclosure to this effect shall bemade in the next Report to the Directors.
As per the requirement of Companies Act2013 a Stakeholder Relationship Committee isbeing constituted. Necessary disclosure in this regard shall made in the next DirectorsReport.
The Company aims to conduct its affairs in an ethical manner. A separate Report onCorporate Governance forms a part of the Annual Report. A certificate from the Company'sAuditors regarding the Compliance of Conditions of Corporate Governance as stipulatedunder Clause 49 is also annexed with the report.
LISTING OF SHARES & SEBI REGULATION
The Equity shares of the company are listed on The Stock Exchange Mumbai & NationalStock Exchange of India Ltd. Mumbai.
The company has taken the required insurance coverage for its assets against thepossible risks like fire flood public liability marine etc.
During the year under Report your Company did not accept any deposits from the publicin terms of the provisions of Section 58A and 58AA of the Companies Act 1956.
Company would like to thank its Shareholders including suppliers vendors investorsand bankers. Company also records its appreciation of the contribution made by employeesat all levels. The diligent hard work cooperation and support is a backbone of allendeavors of the company. We assure all the stakeholders that the team ADIL is fullydedicated and assure that with the continuous support we will overcome the turbulence inthis year.
For and on behalf of the Board
ANNEXURE TO THE DIRECTORS' REPORT
STATEMENT CONTAINING PARTICULARS PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARSIN THE REPORT OF BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF DIRECTORS' REPORT
i) Conservation of Energy
Energy cost constitutes a major part of cost of production. The Company has installedits own co-generation power plant which helps the Company to reduce energy cost and alsolower the dependence on State Electricity Board.
FORM-A Power and Fuel Consumption
|Particulars ||Unit ||For the year ended 31.03.14 ||For the year ended 31.03.2013 |
|1. Electricity || || || |
|(a) Purchased || || || |
|Unit ||Nos. ||4331980.00 ||6262125.00 |
|Total Amount ||Rs. ||35509405.00 ||44332042.00 |
|Rate/Unit ||Rs. ||8.20 ||7.08 |
|2. Diesel Consumption || || || |
|Unit ||Litre ||101760.00 ||309863.41 |
|TotalAmount ||Rs. ||5199594.00 ||13052153.25 |
|Rate/Unit ||Rs. ||51.10 ||42.12 |
|3. Rice Husk || || || |
|Unit ||Kg. ||NIL ||10712577.00 |
|Total Amount ||Rs. ||NIL ||50748853.00 |
|Rate/Unit ||Rs. ||NIL ||4.74 |
|4. Pet Coke Consumption || || || |
|Unit ||Kg. ||1 047580.00 ||1 780610.00 |
|Total Amount ||Rs. ||8490272.00 ||13387167.00 |
|Rate/Unit ||Rs. ||8.10 ||7.52 |
|5. Fire Wood || || || |
|Unit ||Kg. ||133805.00 ||NIL |
|Total Amount ||Rs. ||670061.00 || |
|Rate/Unit ||Rs. ||5.03 ||NIL |
|Consumption per Kg (MT) of Production: || || || |
|Electricity ||Units ||3838.12 ||1026.47 |
|Diesel ||Ltrs ||90.16 ||50.79 |
|Rice Husk ||Kg ||NIL ||1755.98 |
|Production || || |
|Fresh Mushroom (Total) ||1128671.00 ||6100624.00 |
|ii) Technology Absorption : Not Applicable || || || |
|iii) Foreign Exchange Earning and Outgo || || || |
|Earnings ||Rs. ||582.07 ||Lacs |
|Interest ||Rs. ||- || |
|Outgo: || || || |
|Capital A/c ||Rs. ||- || |
|Raw Material & Consumables ||Rs. ||- || |
|Spares & Components ||Rs. ||- || |
|Travelling ||Rs. ||006.12 ||Lacs |
|Interest & Financial Charges ||Rs. ||278.81 ||Lacs |
|Others ||Rs. ||1.39 ||Lacs |
|Repayment of term loans ||Rs. ||0.00 ||Lacs |