Your Directors are presenting before you the 25th Annual Report of the Company alongwith the Audited Accounts for the year ended 31/03/2014.
|FINANCIAL HIGHLIGHTS ||2013-2014 ||2012-2013 |
|PARTICULARS ||(Rs. in lacs) ||(Rs. in lacs) |
|Sales. Interest & Others Receipts ||6676 ||23 |
|Gross Profit before financial cost & || || |
|Depreciation & exceptional items ||(-)144 ||2 |
|Financial Cost ||86 ||0 |
|Depreciation ||49 ||1 |
|Profit for the year ||(-)279 ||1 |
|Less : Tax Expenses ||36 ||3 |
|Balance ||(-)243 ||(-)2 |
|Balance Brought forward from last year ||706 ||708 |
|Balance carried to Balance Sheet ||463 ||706 |
OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS
Your Directors are glad to inform that during F.Y. 2013-14 Board For Industrial &Financial Reconstruction (BIFR) vide its order dated 15/01/2014 has sanctioned merger ofPremier Industries (I) Ltd. (Transferor Company) with our Company i.e Girdharilal SugarAnd Allied Industries Ltd. (Transferee Company) with all Assets and Liabilities at fairvalue with retrospective effect from 01/04/2013. State Government of M.P. had alreadyapproved merger of Premier Industries (I) Ltd. with Girdharilal Sugar And AlliedIndustries Ltd. in its High Powered Committee Meeting held on 27/02/2013 as reported inDirector's Report for previous year.
The Company has therefore aquired existing business of Premier Industries (I) Ltd. asa going concern. These business include -
i) A modern Dairy Plant for manufacturing Pure Ghee Skim Milk Powder etc
ii) A 250 TPD Soya Solvent Plant
iii) A 50 TPD Edible Oil Refinery
iv) A lecithin plant.
The Company has also complied with necessary formalities by filing papers withRegistrar of Companies Gwalior M.P. who has approved such merger. Most of the otherrequisite formalities in terms of BIFR approval has either already been complied with orthe Company is in the process of complying the same and hope to complete the balanceformalities by the end of current Financial Year.
During the year the Company has processed 1220 MT of Soyabeen seed and has refined 478MT of crude oil in its refinery. Similarly the Company has processed 9689 KL of Milkduring the year in its Milk Plant. The aforesaid figures are relevant to post merger witheffect from 01/04/2013 as ordered by BIFR and hence not comparable with the previous year.
During the year under consideration the Company's turnover and other receipts standsat Rs.6676 lacs as against Rs.23 lacs in the previous year. The net profit of the companyafter considering interest depreciation and deferred tax was Rs.(-)243 lacs as againstRs.(-)1.88 lacs in the previous year and the said loss has been carried over to BalanceSheet.
Your Directors may inform that the Company's Banker has sanctioned in the current yeara term loan of Rs.10.00 crore for modernization of Plant & Equipments of both Soya andDairy Division including Boiler etc. The modernization program is expected to be completedduring this Financial Year and will result in net saving in cost of production. TheCompany further expects to stabilize soya and dairy operations in the current year. Allthese measures will improve the bottomline of the Company in the near future.
In terms of BIFR Order dated 15/01/2014 the Company has since cancelled 880000 fullypaid up Equity Shares of Rs.10/-each aggregating to Rs.88.00 lacs held by PremierIndustries (I) Ltd. (transferor company) in the Company. Post cancellation theSubscribed Capital of the company stands at Rs. 185900000 divided into 18590000 EquityShares of Rs.10/- each. Similarly in terms of BIFR Order the Company is required to issueshares to the shareholders of Premier Industries (I) Ltd. (transferor company) in theratio of 1:10 (one share for every 10 share held by shareholders in Premier Industries (I)Ltd.). The Company has already announced the date of Book Closure (Record Date) fromTuesday the 23rd September 2014 to Tuesday the 30th September 2014 after which theShares will be issued in terms of BIFR Order.
Due to financial prudency no dividend is declared.
During the year the company did not invite any deposit from the public under section 58A of the Companies Act 1956.
During the year under review fixed Assets worth Rs. 15.09 lacs was acquired besidesfixed assets of Rs.2406.84 lacs acquired by way of merger as per BIFR Scheme. In additionthe Company has incurred Rs. 12.01 lac towards Capital Work in progress.
Shri R.G. Agrawal Director of the Company retire by rotation and being eligible offerhimself for reappointment. In view of the valuable contribution made by Shri R.G. Agrawalthe Board of Directors of your company recommend re-appointment of Shri R.G. Agrawal asDirector of the company.
Shri Rajesh Agrawal was earlier appointed as Chairman & Managing Director of theCompany for 5 years from 01/09/2009 to 31/08/2014. In view of valuable contribution madeby Shri Rajesh Agrawal for the progress of the company and as recommded by the auditcommittee the Board of Directors recommends reappointment of Shri Rajesh Agrawal asChairman & Managing Director of the company for a further period of 3 years withremuneration from 01/09/2014 to 31/08/2017.
PARTICULARS OF EMPLOYEES
The statement pursuant to the provision of Section 217 (2A) of the Companies Act 1956and Companies (Particulars of Employees) Rules 1975 is not required since none of theemployees has drawn not more than Rs.6000000/- per annum or Rs.500000/- per monthduring the relevant year.
The Statutory Auditors M/s. M. Mehta & Company Chartered Accountants retire at theconclusion of the 25th Annual General Meeting and being eligible offer themselves forreappointment. The Directors recommend for approving reappointment of M/s. M. Mehta &Co. Chartered Accountants as Statutory Auditors of the Company and to fix theirremuneration.
Your Directors would like to provide following clarification on points mentioned underemphasis of matter referred to in the Auditors Report.
1) As regards interest on loans given to related party your Directors would like toclarify that the said related party is a sick company since 2002 registered with BIFR asCase No.449/2002 and are facing severe liquidity crunch. The said related company hadapproached to our company for waiver of interest for this financial year 2013-14 and forearlier financial year i.e. 2012-13. Your Directors in their meeting had considered therequest and agreed for waiver thereof in view of precarious liquidity crunch in the saidrelated company.
2) The facts and figures of merger of Premier Industries (I) Ltd. (the transferorcompany) with our company i.e. Girdharilal Sugar And Allied Industries Ltd. (thetransferee company) are as per terms contained in BIFR Order dated 15/01/2014.
3) Various unpaid/undisputed liabilities relates to the transferor company i.e. PremierIndustries (I) Ltd. which was sick industrial company since 1999. The company is of theopinion that it will enjoy waiver of interest on payment of those liabilities in view ofits BIFR status and Relief Undertaking status which is likely to be granted by StateGovernment of MP in due course in terms of BIFR Order.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms:
i. That in the preparation of the Annual Accounts the applicable accounting standardshave been followed and there has been no material departure.
ii. That the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at March 31' 2014 and of the Loss afterextraordinary items of the company for the year ended on that date.
iii. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
iv. That the annual accounts have been prepared on a going concern basis.
A Report on Corporate Governance is enclosed.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO
The information required under section 217 (1) (e) of the Companies Act 1956 read withCompanies (Disclosure of particulars in the report of the Board of Directors) Rules 1988with respect to these matters is appended hereto and forms part of this report.
Your Directors acknowledge with gratitude the support by the Company from BanksGovernments and the Employees.
FOR AND ON BEHALF OF THE BOARD
|PLACE: INDORE ||RAJESHAGRAWAL |
|DATE: 30.08.2014 ||Chairman & Managing Director |
INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULAR IN REPORT OFDIRECTOR) RULES 1988
ANNEXURE - FORM-A
Form for disclosure of particulars with respect to conservation of energy.
| ||Current year ||Previous year |
|A) POWER & FUEL CONSUMPTION || || |
|v. Electricity || || |
|a) Purchased Unit ||1517030 ||0 |
|Total Amount ||13146463 ||0 |
|Average Rate/Unit Paisa ||866.59 ||0 |
|b) Own generation || || |
|i. Through Diesel Generator Units ||15696 ||0 |
|Cost /liter of Diesel oil ||26308 ||0 |
|Cost /Unit Paisa ||16.76 ||0 |
|ii. Through steam turbine/Generator Unit ||N.A. ||N.A. |
|Unit per liter of fuel oil gas cost/unit ||N.A. ||N.A. |
|Coal (Specify quality and where used) quantity (Tonnes MT) (BCD grade and slack) ||5082.69 ||0 |
|Total Amount ||21614762 ||0 |
|Average rate per MT ||4252.62 ||0 |
|Furnace oil || || |
|Quantity (k. Liter) ||144.86 ||0 |
|Total Amount ||7053277 ||0 |
|Average Rate /per KL ||48690 ||0 |
|1. Other/Internal Generations || || |
|Quantity ||N.A. ||N.A. |
|Total Cost ||N.A. ||N.A. |
|Rate / Unit ||N.A. ||N.A. |
|B). CONSUMPTION PER UNIT OF PRODUCTION || || |
|(See note below) Standard (If any) || || |
|Products (with details) Unit ||NIL ||NIL |
|Electricity KWH/MT ||NIL ||NIL |
|Furnace oil Liter/MT ||NIL ||NIL |
|Coal (Specify Quality) MT ||NIL ||NIL |
|Others (Specify) Diesel Unit/MT ||NIL ||NIL |
NOTE : Production-wise consumption standards in respect of raw material processingrefined oil dairy products have not been segregated due to common services and changes inproduct mix.
A) CONSERVATION OF ENERGY:
The company is in the process of acquiring energy efficient Boilers and other energyconservation devices in the current financial year for which finance have been tied upwith Bank in terms of BIFR Package. Plans have been drawn to effect changes in identifiedareas for electrical energy saving as well as fuel saving.
B) RESEARCH AND DEVELOPMENT:
Again in terms of BIFR Package other crucial Plant & Machinery and consequentialmanufacturing processors are being upgraded to incorporate latest technology and trends inthe industry.
C) IMPACT OF MEASURES TAKEN :
The above measures would lead to all round saving in cost and improved performance ofthe plant.
D) FOREIGN EXCHANGE:
|i. Earned ||Rs NIL |
|ii. Outgo ||Rs. NIL |
| ||FOR AND ON BEHALF OF THE BOARD |
|DATE: 30.08.2014 ||RAJESHAGRAWAL |
|PLACE: INDORE ||Chairman & Managing Director |