Your Directors have pleasure in presenting the Twenty Fourth Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2015.
1. REVIEW OF PERFORMANCE:
|Particulars ||March 31st 2015 ||March 31st 2014 |
|Income (Including Other Income} ||102483613 ||154145010 |
|Expenses (Including exceptional items) ||100377352 ||14.9720007 |
|Profit/(Loss) before Interest Depreciation & Tex (PBIDTA) ||13803479 ||16203.602 |
|Finance Charges ||4695027 ||2856720 |
|Depreciation & amortization ||11697213 ||11338.509 |
|Net Profit/(Loss) Before Tax ||21.06.261 ||4426003 |
|Provision for tax including Deferred Tax ||014477 ||1834405 |
|Net Profit/(Loss) after tax ||1291784 ||3380.599 |
|Add / (Less-): Share of Profit (Loss) on Associate Companies ||- ||- |
|Add / (Less): Minority Interest - Share of Profit / (Loss) ||- ||- |
|Net Profit / (Loss) ||1291704 ||3390699 |
|EPS || || |
|Basic ||027 ||0.70 |
|Diluted ||0.27 ||0.70 |
2. Operational Review:
During the year under review the company continued the manufacturing of"Eclairs" for M/s. Mondelez India Foods Pvt Limited ( formerly known as CadburyIndia Ltd).
During the financial year 2014-15 your Company recorded turnover of Rs. 1025 Lakhs andearned a Net Profit after tax of Rs. 12.92 Lakhs compared to Turnover of Rs. 1541Lakhs and Net Profit after tax of Rs. 33.91 Lakhs during the previous financial year.
Apart from above the Company has also entered into manufacturing and supply agreementwith M/s. Dharampal Satyapal Ltd Gurgaon.
Due to insufficiency of profits your directors do not recommend any dividends for thefinancial year 2014-15.
Your company has not accepted any deposits falling under Section 73 of the CompaniesAct 2013 and Companies (Acceptance of Deposits) Rules 2014 during the year.
5. SUBSIDIARY/ASSOCIATE COMPANIES:
Your Company did not have any subsidiary or Associate Company for the financial yearended on March 31 2015.
6. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:
Declarations have been given by all the Independent Directors of the Company that theycomply with all the criteria of independent director as envisaged in Clause 49 of theListing Agreement and Section 149(6)the Companies Act 2013.
7. PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished pursuant toSection 197(12) of the Companies Act 2013 read with rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as the remuneration of none of theemployees has exceed the limits specified therein.
Some of the disclosures pertaining to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in FormMGT-9 forming part of the Annual Report.
Having regard to the provisions of sections 136(1) read with its relevant provisions ofthe companies act 2013 the annual report excluding part of the above said information isbeing sent to the member of the company. The said information is available for inspectionat the Registered Office of the company during working hours and any member interested inobtaining such information may write to the company and the same will be furnished withoutany fee and free of cost.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyhereby confirm that:
a) In the preparation of Annual Accounts for the year ended 31st March2015 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any.
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2015 and of the profit and loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls to be followed by theCompany and that such internal fianancial controls are adequate and operating effectively;and
f) The directors had devised proper systems to were ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
9. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEESOF DIRECTORS:
a. Board Meetings
The Board of Directors of the Company met Seven times during the year 2014-15. Thedetails of various Board Meetings are provided in the Corporate Governance Report. The gapintervening between two meetings of the board is as prescribed in the Companies Act 2013.
b. Changes in Directors & Key Managerial Personnel.
During the year Mr. George Kurian resigned from the directorship of the company w.e.f19.03.2015 the Board puts on record its appreciation for services rendered by him asdirector of the Company. Further Mr. Vamshi Srinivas Vempati was appointed as ChiefFinancial Officer (CFO) of the Company w.e.f. 27.03.2015.
Mrs. Meera Gurbani Director of the company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer herself for re-appointment.
The following Independent Directors who were appointed in the 23rd AnnualGeneral Meeting held on 27th September 2014 for a period of Five (5) yearswill continue to be on the Board till the conclusion of Annual General Meeting to be heldin the calendar year 2019.
1. Banala Jayaprakash Reddy
2. Umra Singh Sirohi
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Act that they meet the criteria of independence aslaid down in Section 149(6) of the Act.
d. Board Committees.
The Company has the following Committees of the Board: 1. Audit Committee 2. Nominationand Remuneration Committee.
3. Stakeholders' Relationship Committee.
Share transfer Committee
The composition of each of the above Committees their respective role andresponsibility is as detailed in the Report of Corporate Governance.
e. Remuneration policy
The policy framed by the Nomination and Remuneration committee under the provisions ofSection 178(4) of the Act is as below: The remuneration policy of the Company has been sostructured in order to match the market trends of the confectionary industry. The Board inconsultation with the Nomination and Remuneration Committee decides the remunerationpolicy for directors. The company has made adequate disclosures to the members on theremuneration paid to Directors from time to time. Remuneration / Commission payable toDirectors is determined by the contributions made by the respective directors for thegrowth of the company. f. Board Evaluation
As required under the provisions of Section 134(3)(p) and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance and the manner in which such performance evaluation was carried out is asunder.
The performance evaluation framework is in place and has been circulated to all thedirectors to seek their response on the evaluation of the entire Board and independentdirectors. The Nomination and Remuneration Committee shall carry out evaluation ofdirector's performance.
The criteria of evaluation is exercise of responsibilities in a bona fide manner in theinterest of the Company striving to attend meetings of the Board of Directors/ Committeesof which he is a member/ general meetings participation constructively and actively inthe meetings of the Board /committees of the Board etc.
g. Vigil Mechanism
The Company has established a whistle-blower policy and also established a mechanismfor Directors and employees to report their concerns. The details of the same is explainedin the Corporate Governance Report.
h. Related Party Transactions.
Company has not entered into any transactions with related parties during the financialyear. Hence requirment of disclosure under section 134(3) (h) r/w Rule 8 of the Companies(Accounts) Rules 2014 not applicable.
At the 23rd Annual General Meeting held on 27th September 2014M/s. RRK & Associates. Chartered Accountants were appointed as Statutory Auditors ofthe Company to hold office till the conclusion of the Annual General Meeting to be held inthe year 2019. In terms of the first proviso of Section 139 of the Companies Act 2013 andthe Rules framed there under the appointment of the Auditors shall be placed for theratification at every AGM and members to authorize the Board of Directors to fix theirremuneration. Accordingly the appointment of M/s. RRK & Associates asStatutory Auditors of the Company is placed for ratification by the shareholders.
11. SECRETARIAL AUDITOR:
In accordance with the provisions of Section 204 of the Companies Act 2013 and as ameasure of good corporate governance practice the Board of Directors of the Companyappointed M/s. V K Bajaj & Associates Company Secretaries to conduct SecretarialAudit of the Company for the Financial Year 2014-15. The Secretarial Audit Report forFinancial year 2014-15 is herewith appended as Annexure 1 to the Board's reportWith reference to remarks of secretarial auditors regarding appointment of CompanySecretary as Key Managerial Person your Board of Directors would like to bring to yourkind notice that Company is putting all efforts to recruit a Company Secretary at theearliest.
With regards to advances to sister concerns Board would like to inform you that thoseadvances are given in the ordinary course of business.
12. AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by theBoard. The Composition of the Audit Committee is as described in the Corporate GovernanceReport.
13. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure 2.
14. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186:
Company has neither made any investments nor given any guarantee during the financialyear except outstanding advances to the Associate Companies.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 are set out in the Annexure 3 to this Report.
16. PERFORMANCE OF THE BOARD OF DIRECTORS ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
In accordance with Section 134(3)(p) of the Companies Act 2013 and Rule 8(4) of theCompanies (Accounts) Rules 2014 your Directors have reviewed and evaluated theperformance of the Board of Directors and their committees along with performance ofindividual Director in the light of Company's performance. The performance of theDirectors individually and collectively and performance of committees are foundsatisfactory. With the spirit of wealth creation for the shareholders of the Company yourDirectors are committed to give their best efforts towards the development of the Company.
Corporate Governance report Management Discussion & Analysis Report :
As per clause 49 of the listing agreements entered into with the stock exchangesmanagement Discussion and Analysis report and Corporate Governance report along withauditor's certificate thereon are attached and form part of this report as Annexure 4& 5.
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. A formal enterprise wide approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
The company has in place an Anti Sexual Harassment policy in line with the requirmentof the Sexual Harassment women at work place (Prevention Prohibition and Redressal) Act2013. The internal complaints comittee ("ICC") has been setup to redress thecompalints received regarding sexual harrasment. All employees are covered under thispolicy.
During the year there were no complaints referred to the ICC.
Your Directors have pleasure in recording their appreciation for the assistanceextended to the Company by various officials of the Central and State Governments andCommercial Banks. Your Directors would also like to place on record their sincereappreciation and gratitude to the Shareholders Investors Suppliers Bankers for theirsupport and co-operation. Your Directors express their heartfelt gratitude to theemployees for their exceptional commitment and loyalty to the Company.
| ||By Order of the Board |
| ||For SAMPRE NUTRITIONS LIMITED |
|Place: Medchal || |
|Date: 08.08.2015 || |
| ||Sd/- |
| ||B K GURBANI |
| ||Chairman and Managing Director |