To the Members
Your Directors have pleasure in submitting their 24th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2017.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previousyear's figures are given hereunder:
| || |
(Rs. In Lakhs)
|Particulars ||For the year ended 31/03/2017 ||For the year ended 31/03/2016 |
|Net Sales /Income from Business Operations ||13184.41 ||12782.11 |
|Other Income ||45.46 ||59.43 |
|Total Income ||13229.87 ||12841.54 |
|Profit Before Depreciation/ Interest ||323.43 ||331.84 |
|Less Interest ||131.41 ||149.26 |
|Less Depreciation ||45.44 ||40.34 |
|Profit after Depreciation and Interest ||146.58 ||142.24 |
|Less Current Income Tax ||27.94 ||7.16 |
|Less Previous year adjustment of Income Tax ||0 ||0 |
|Less Deferred Tax ||0 ||0 |
|Net Profit after Tax ||118.64 ||135.08 |
|Dividend (including Interim if any and final) ||0 ||0 |
|Net Profit after Dividend and Tax ||118.64 ||135.08 |
|General Reserve at the beginning of the year ||(389.29) ||(524.37) |
|Amount Transferred to General Reserve ||118.64 ||135.08 |
|Balance carried to Balance Sheet ||(270.65) ||(389.29) |
|Earning per share (Basic) Rs. ||1.25 ||1.42 |
|Earning per Share(Diluted) Rs. ||1.25 ||1.42 |
2. REVIEW OF BUSINESS OPER/TIONS AND FUTURE PROSPECTS
Besides the expansion in the production capacity and technical modifications during theyear there was a slight increase of 2.60% in turnover during the year when compared to theprevious year. Inspite of the severe draught the availability of raw material forextraction plant was totally affected. The impact of demonitisation and frequent pricefluctuation of raw material in international market and volatile foreign exchangefluctuations affected the profitability of the company very much. Thus the Company earneda lesser profit of 0.15% when compared to previous year profit of 1.06%.
The company will expand its market participation and continue to achieve a drasticgrowth in the coming years as the demand for edible oil in the local market isconsiderably increasing.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL '
Mr. J K Kothari Managing Director passed away on 01st December 2016. The Board placeson record its deep appreciations for his guidance and leadership.
Mrs. Kamala J Kothari Director retires at this Annual General Meeting and beingeligible offers herself for re election.
During the year Mr. J K Kothari Managing Director passed away on 01st December 2016.The Board places on record its deep appreciations for his guidance and leadership. Duringthe year Mrs. K. Mahalakshmi FCS (Membership No. 12056) was appointed as CompanySecretary with effect from 01/08/2016.
The information required under Section 197 (12) of the Companies Act 2013 and therules made thereunder as amended has been given in Annexure V appended hereto and formspart of this report
4. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Comp anies Act 2013 theBoard hereby submit its responsibility Statement :-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had 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 fraud and other irregularities;
(d) the directors had 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 financial controls are adequate and were operatingeffectively. Internal financial control means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business including adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
5. MANAGEMENT DISCUSSIONAND ANALYSIS REPORT
The Management Discussion and Analysis Report as stipulated under Listing Agreement isgiven separately forming part of this Annual Report.
6. REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance and the certificate from M/s. Balaji & GopalanChartered Accoutants confirming compliance with the conditions of Corporate Governanceform part of this report.
(i) Statutory Auditors -
Pursuant to Section 139 of the Companies Act 2013 and Rules made thereunder there-appointment of M/s. Balaji & Gop alan Chartered Accountants No. 43 MotilalStreet T Nagar Chennai-600017 Firm Regn. No. 008874S as the statutory auditors of theCompany to be approved in the ensuing Annual General Meeting. The Company has received acertificate from the above Auditors to the effect that if they are reappointed it wouldbe in accordance with the provisions of Section 141 of the Companies Act 2013.
(ii) Secretarial Auditor & the Secretarial Audit Report
Mr. S. Ananthanarayan Practicing Company Secretary was appointed as SecretarialAuditor by the Board of Directors for the financial year 2016-17 and his report isattached separately to this report.
No Dividend is being proposed for the current financial year due to the carried forwardloss
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Comp anies Act 2013 do not apply as there wasno dividend declared and paid last year.
10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureI attached to this report.
12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
As the element of risk threatening the Company's existence is very minimal the riskmanagement system has yet to be implemented
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable due to carried forward loss.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review. Disclosure in FormAOC2 is furnished in Annexure II is attached to this report
16. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.
17. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Manageriaremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure III and is attached to this report
18. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in AnnexureIV and is attached to this Report.
19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company held 8 Board meetings during the financial year under review.
20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
23. RISK MANAGEMENT POLICY
The Statement showing the details regarding the development and implementation of RiskManagement Policy of the Company is furnished in Annexure VI and attached to this report.The risk management includes identifying types of risks and its assessment risk handlingand monitoring and reporting.
24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members
a. G. Ashokkumar
b. D. Gopi
c. Kamala J Kothari
The above composition of the Audit Committee consists of independent Directors viz.Mr. G. Ashokkumar and Mr. D. Gopi who form the majority. The Company has established avigil mechanism and overseas through the committee the genuine concerns expressed by theemployees and other Directors. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. The Company has alsoprovided direct access to the Chairman of the Audit Committee for reporting issuesconcerning the interests of co employees and the Company. The Whistle Blower Policy isavailable on the website of the company viz. www.jrfoods.in
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review .
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued' support extended toyour Company's activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||Kamala J. Kothari ||Dinesh Kothari |
|Place: Puducherry ||DIN:00005321 ||DfN:00850924 |
|Date: 30th May 2017 ||Director ||Director |