Your Directors are pleased to present the Twenty Sixth Annual Report together with theAudited Accounts of the Company for the year ended 31st March, 2013.
(Rs. In lacs)
| ||6 months Ended on 31/03/2013 ||18 Months Ended on 30/09/2012* |
|Total turnover/income from Operations ||4,574.93 ||19,861.53 |
|Other Income ||49.17 ||204.48 |
|Total Revenue ||4,624.10 ||20,066.02 |
|Profit/(loss) before Tax ||(1,647.99) ||(556.55) |
|Add : Exceptional Items ||2.295.48 ||NIL |
|Profit Before Tax ||647.49 ||(556.55) |
|Provision for Taxation Current Tax ||4.26 ||NIL |
|Add: Deferred Tax ||142.50 ||(306.95) |
|Add: MAT Credit Entitlement ||4.26 ||NIL |
|Profit /(loss)After Tax ||790.00 ||(863.50) |
|Add: Balance b/f from earlier year ||(1,692.16) ||(1,658.24) |
|Less: Transfer from Capital Reserve ||NIL ||30.00 |
|Balance carried to Balance Sheet ||(902.16) ||(1692.16) |
*Note: The previous year's financial statements have been prepared for the period ofeighteen months covering period from 01.04.2011 to 30.09.2012, read with permissiongranted by the Registrar of Companies (ROC), Mumbai, Maharashtra. Accordingly, the figuresfor the current period (01.10.2012 to 31.03.2013) are not comparable with figures of theprevious year ended 30.09.2012
On account of variation of periodicity of financial statement of current year and thatof last year, the figures are not absolutely comparable. During the period under review,the income recorded from operations was Rs. 4,574.93 lacs [during FY 2012-13, consistingof 6 months period], representing a healthy sign of business growth of as compared toprevious period. After offsetting all expenses/ credits, company generated profit aftertax of Rs. 790 Lacs. The Company has continued to enhance its business operations duringthe financial year period under review. The Management has committed to enhance businessoperations by adding new molecules to sustain market volatility. Your Company hasattempted to capture untapped foreign markets with new product line and as result volumeof sales would see momentum in succeeding years.
We are pleased to inform you that, during the financial year under review, State Bankof India, Company's principle lender have sanctioned its accord for one time settlement(OTS) plan submitted by the Company earlier with minor modification.
The management's business development plan has contributed in terms of development ofnew markets as well as launching of newer products in local and foreign markets. Undergiven challenging global business surroundings and draught like conditions in few statesin India during last financial year, stalled management's efforts to bring turnaround onfast track, but we are working at our full capacity to improve in net worth of theCompany. Your directors are hopeful of smooth execution of the revival plan and presentfinancial statements have been prepared on Going Concern basis.
CURRENT YEAR OUTLOOK
Your Company has continued focusing on registering, orienting more products in its ownbrand name in exports market. It's company's endeavor to develop new markets as well asconcentrating more on improvement of volume of its sales in current market so the sale canbe maximized. On account of new export registrations & weakening of rupee your Companyexpects growth in the export sales in the coming year.
To conserve the available resources for the recovery of the company, the Board ofDirectors do not recommend payment of dividend on equity shares for the current financialyear ended 31st March, 2013.
The Company lays emphasis on Research and Development (R&D) for improvement inexisting processes for better productivity and development of new products. Over theyears, continuous R & D has helped the Company to adopt to changing and difficulttimes and has been contributing with the current needs of the Company by maximumutilization of its existing resources. The company is also laying more emphasis onmodernization of its manufacturing plants.
The Company equity shares are listed at Bombay Stock Exchange Limited. As per ListingAgreement with the Stock Exchange, the Company has taken utmost care to follow norms ofgood corporate governance mechanism. On account of continued losses in past few years,your directors could not able to appoint an additional independent director on company'sboard, during the financial year under review. Even under financial crises, your Companyhas continued with its basic philosophy to adhere with Corporate Governance norms, toassure stakeholders' satisfaction and is thus, committed to attain the highest level oftransparency, accountability and compliance of law in all facets of operations. A reporton Corporate Governance is attached to this report. A Management Discussion and AnalysisReport and a Report on Corporate Governance are included in the Annual Report. Acertificate from the auditors of the company is annexed to this report.
In accordance with the requirements of the Companies Act, 1956 and Articles ofAssociation of the Company, Dr. Samir P. Dave who retires by rotation at the ensuingAnnual General Meeting and being eligible, offer himself for re-appointment. YourDirectors also recommends reappointment of Dr. Samir P. Dave, as Executive Director ofCompany. To foster growth prospect, your directors have appointed Mrs. ElizabethShrivastava, as additional director as on 14th August, 2013 and recommended as ManagingDirector of the Company. Your boards recommend her appointment as Managing Director of theCompany and seek your consent to ratify said appointment with effect from 14th August,2013.
The audit Committee comprises of three Directors out of which one is an independentDirector. The Company is required to have at least two independent directors, to complywith Clause 49 of the Listing Agreement. The Company is in process to appoint a suitablecandidate(s) as an independent Director(s).
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, theBoard of Directors of the Company hereby state and confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanatory statement relating to material departures;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as on 31st March,2013 and of the Profit& Loss Account of the company for the year under review;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. These accounts have been prepared on a going concern basis.
The amount of outstanding Fixed Deposit held as on 31st March, 2013 was Rs. 10.90 Lacs.
The Ministry of Corporate Affairs ( MCA), has taken a "Green Initiative inCorporate Governance" vide Circular No. 17/2011 dated 21.04.2011 and Circular No.18/2011 dated 29.04.2011, respectively, by allowing paperless compliances by companiesthrough electronic mode. Companies are now permitted to send various communications /documents (including Notice of General Meetings, Audited Financial Statements, DirectorsReport, Auditors Report and all other documents including Postal Ballot documents) to itsMembers through electronic mode, to the registered e-mail address of the Members.
Your Company, has committed towards such an initiative, and in the best interest of allstakeholder, proposed in last annual report that henceforth all communications /documents, as may be allowed from time to time including Annual Report, would bedispatched in electronic form to its members, through their registered e-mail addressprovided / updated by them from time to time and as may be made available to the Companyby the Depositories, which will be deemed to be your registered e-mail address for servingthe necessary communications / documents. Your Directors also request you to register youre-mail address with your DP for the purpose of serving documents by the Company inelectronic mode, if your e-mail address, if not registered with your DepositoryParticipant (DP) so far.
The Management Discussion and analysis Report discusses the operations of the Companyin detail and forms part of this Annual Report.
M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants, Mumbai, the StatutoryAuditors, hold office until the conclusion of the ensuing Annual General Meeting and arerecommended for re-appointment. The Company has received a certificate from the Auditorsto the effect that their re-appointment, if made will be within the limits as stipulatedunder section 224(1B) of the Companies Act, 1956. The members are requested to considerappointment M/S. Contractor Nayak and Kishnadwala, as statutory Auditors at the ensuingAnnual General Meeting.
Observations of Auditors:
The comments made by the Auditors in their report are self-explanatory. The managementresponses those observations are given herein below except that no further explanation isrequired.
1. The Applications to the Central Government for the approval of the re-appointmentand payment of managerial personnel namely the Managing Director and Whole - TimeDirectors of the Company have been made to the Office of Central Government, Ministry ofCorporate Affairs apart from submitting reply on their observations in prescribe timeperiod but approval of which is pending.
2. As pointed out by the Statutory Auditors that the company has recognized deferredtax assets of Rs. 1,43,34,021/-. In their view, the same does not amounting to convincingevidence leading to virtual certainty under AS 22, "Accounting for taxes onincome". The management of the company confirms that there are valid grounds torecognize deferred tax assets with reference to un-absorbed losses and un-absorbeddepreciation.
3. Due to financial crunch, company could not employ a whole time Company Secretary,under given circumstances; the Company is looking for a full time Company Secretary asrequired under section 383A of the Companies Act, 1956.
4. The other comments, if any on the financial statements are self explanatory anddon't call for any clarification.
Your company undertakes constant and persistent efforts to upgrade environmentalperformance and is putting its best efforts to augment the treatment and disposal ofeffluents satisfying the relevant norms of the pollution control authorities. Effluentsfrom the plants are treated so effectively that it meets not only the legal parameters butalso meets with Company's stringent internal standards. The Company shall make duearrangements for information, education, training and retraining to all employees abouthealth and environment objectives at different levels and to interested parties and thegeneral public whenever required..Your Company is the member of the Lote Common EffluentTreatment Plant & our effluent discharge is always confirming to the CETP norms.
Your Directors wish to place on record their deep appreciation to employees at alllevels for their all-round efforts, dedication, commitment and loyal services which helpedin achieving satisfactory performance during the year. The company has cordial andharmonious industrial relations. It's your company's endeavor to offer opportunities forindividual growth, creativity and dedicated participation is organizational developmentsare being provided.
PARTICULARS OF EMPLOYEES
During the year under review, the company has no employee who was in receipt ofRemuneration higher than the sum prescribed under the Section 217 (2A) of the CompaniesAct, 1956 read together with the Companies (Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under the Companies (Disclosure of Particulars in the Reportof Board of Directors) Rules, 1988 relating to the conservation of energy, technologyabsorption and foreign exchange earnings and outgo is annexed hereto and forms part ofthis Report. Company has created special task force to address the issue of conservationof energy which keep continuous watch on company's energy consumption and suggestappropriate measures to conserve it.
The Board is also grateful to Financial Institutions, Banks, Shareholders and FixedDeposit Holders for their co-operation and assistance. Your Directors take thisopportunity to thank State Bank of India, IDBI Ltd. & Department of Agriculture, andGovernment of Maharashtra for their continued assistance and co-operation. We would alsolike to acknowledge with gratitude the co-operation extended by our Suppliers, Customers,Distributors and Investors etc. Your Directors also wish to place on record their deepsense of appreciation for the committed services by the executives, staff and workers ofthe Company.
|Registered Office: ||By Order Of the Board Of Directors |
|B1/1, MIDC Indl. Area, ||For AIMCO PESTICIDES LIMITED |
|Lote Parshuram, Vill:Awashi || |
|Taluka: Khed, Dist: Ratnagiri, || |
|Maharashtra 415 707. || |
|Place : Mumbai ||Pradeep P. Dave |
|Date: 14th August, 2013. ||(CHAIRMAN) |
ANNEXURE TO THE DIRECTORS REPORT:
1. CONSERVATION OF ENERGY
A. Energy Conservation Measures taken:
Company has created task force to keep continuous watch on the energy consumption, thistask force is also authorized to look in to the matter of conservation of energy andrecommend to the management measure of improvement in energy consumption. This task forcekeeps continuous watch on improvement on steam to fuel ratio in Boiler so that energy canbe conserved. The aerators in the effluent treatment plant were replaced by the membranediffusers, which has resulted in better oxygen availability in effluent & reducedpower consumption by 25%.
B. Additional Investments:
As per the recommendation of company's energy saving team, Effective steps will betaken. This year Company has planned for replacement of the Economizer system of theBoiler to reduce the energy consumption.
C. Measures at (A) above have proved useful in reducing Fuel consumption of the Boiler& power saving in effluent treatment plant. Measures at (B) above will bring down theBoiler Fuel consumption.
D. Total energy Consumption
|I) Power & Fuel Consumption || || |
|Electricity ||2012-2013 ||2011-12 |
|Purchase || || |
|Units ||2.37 Lacs ||6.26 Lacs |
|Total Amount ||Rs. 17.81 Lacs ||Rs. 43.03 Lacs |
|Rate / Unit ||Rs. 7.51 ||Rs. 6.88 |
|Solid fuel || || |
|Quantity ||759.96MT ||2,589.46MT |
|Total Amount ||Rs. 19.21Lacs ||Rs. 65.35 Lacs |
|Average Rate ||Rs. 2.53 ||Rs. 2.52 |
2. TECHNOLOGY ABSORPTION
A) R & D:
1. Specific areas in which R&D carried out by the company:
It is mainly carried out in the field of process developments / modification forAgrochemical, Fine chemicals & Pharmaceutical intermediates.
2. Benefits derived as a result of the above R&D:
New process to manufacture Herbicide was commercialized. Production Efficiency areimproved substantially
3. Future Plan of Action:
Contract R & D & Toll manufacturing for foreign & large local companies,new export market registrations are actively pursued.
|a) Capital ||Rs. 5.48 Lacs |
|b) Recurring ||Rs. 8.20 lacs |
|c) Total ||Rs. 13.68 lacs |
|d) Total R&D expenditure as a percentage of total turnover :- ||0.29 % |
3. FOREIGN EXCHANGE EARNING & OUTGO.
A. Your company is Government registered Export House & has been taking keeninterest for developing new export markets for its products.
B. Total Foreign Exchange used & earned.
During the year foreign exchange outgo was Rs. 1,239 lacs. The foreign exchange earnedon export was Rs. 1,676.15 Lacs.
|Registered Office: ||BY ORDER OF THE BOARD OF DIRECTORS |
|B1/1, MIDC Indl. Area, ||For AIMCO PESTICIDES LIMITED |
|Lote Parshuram, Vill:Awashi || |
|Taluka:Khed, Dist: Ratnagiri, || |
|Maharashtra 415 707. || |
|Place : Mumbai ||Pradeep P. Dave |
|Date : 14.08.2013 ||(CHAIRMAN) |