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Riverdale Foods Ltd.

BSE: 530157 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE300E01018
BSE 05:30 | 01 Jan Riverdale Foods Ltd
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Riverdale Foods Ltd. (RIVERDALEFOODS) - Director Report

Company director report

RIVERDALE FOODS LIMITED ANNUAL REPORT 2011-2012 DIRECTOR'S REPORT Dear Shareholders, It gives us immense please to present the Twenty Second (22nd) Annual Report on the business and operations of your Company for the year ended March 31, 2012. This report has been finalised on date and takes into consideration all developments subsequent to the closing of the aforesaid financial year for appraisal of the shareholders. 1. Financial results: The Management of your Company is making efforts to finalise the detailed plans to refurbish the production operations so that the plant operations can recommence at the earliest. The accounts of your Company for the financial year ended March 31, 2008, March 31, 2009 and March 31,2010 could not be finalised as the Company was not in operations and had no employee in the Company to update accounting and other records and also, in absence of some accounting records not available with the Managing Director of your Company. The annual general meetings for the aforesaid three years was held during financial year 2011- 12 which was beyond the statutory time provided for the same. The default in filing the annual accounts and holding the annual general meetings for a continuous period of three years have rendered persons, who held office as directors of the Company on expiry of the due date for filing such final accounts and annual returns, ineligible to be appointed as directors in any other public company in terms of the provisions of section 274(1} (g)of the Companies Act, 1956. Your Company has during the year, filed its Annual Accounts for the aforesaid financial years and 2010-11 with the Registrar of Companies. The Annual Returns for all these years could not be filed due to non existence of Director Identification Number (DIN) of two of its Directors, Mr. Raja Karnam and Mr. Keshav Rao. The management of your Company has taken up this matter with these Directors and is persuading them to obtain their DIN at the earliest so that the Annual Returns are regularised. The financial performance of your Company for the year ended March 31, 2012, are as under: For the year ended For the year ended March 31, 2012 March 31, 2011 (Rs.) (Rs.) Turnover - - Depreciation for the year 25,45,317 25,45,317 Loss for the year (54,57,037) (3,42,94,291) Adjustment for Extra Ordinary Item - 8,62,70,068 Profit/(Loss) after Extra Ordinary item (54,57,037) 5,19,75,777 During the year under report, your Company did not record any turnover as there were no operations carried out by your Company. 2. Rehabilitation Scheme The Rehabilitation Scheme submitted by your Company before Hon'ble Board for Industrial and Financial Reconstruction (BIFR), as constituted under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) was sanctioned by the Hon'ble BIFR on July 2, 2010. The salient features of the rehabilitation scheme are: * Settlement of dues of Bank of India, the sole secured creditor, on One Time Settlement (OTS) basis; * De-rating the existing equity Share Capital by 50% by writing off part of accumulated losses of the Company of like amount; * Investment by ANC Holding LLC, a limited liability Company registered in the Emirate of Dubai, United Arab Emirates, to the extent of 51.96% of paid up equity capital of the Company, as a Strategic Investor which investment will increase to 75% of equity share capital of the Company.; and * Reliefs and concessions from various Government Departments; The Sanctioned Rehabilitation Scheme (Sanctioned Scheme) of your Company envisages induction of fresh equity to the tune of Rs.7,21,20,000 and issue of 1,44,24,000 equity shares of Rs.5/- each fully paid up, to ANC Holdings LLC, the strategic investor. ANC Holdings LLC is a limited liability company registered in the Emirate of Dubai, United Arab Emirates, engaged in multi faceted business activities including, amongst others, production of ready to eat food items, construction, education and steel manufacturing and trading. In terms of the Sanctioned Scheme, the outstanding dues of Bank of India were settled on OTS basis for Rs. 3,25,00,000, which payment was met out of funds provided to your Company by ANC Holdings LLC. 3. Note on Land Attention is invited to Note No. 22 appearing in the audited financial statements of the Company for the years ended up to March 31,2002, which reads as under: 'The land acquired by the Company was earlier standing in the name of the Directors. Out of said land a majorpart on which factory building and other structures are constructed has been transferred in the name of the Company vide Sale Deed executed and lodged for registration with the Sub-Registrar, Vadgaon Maval on 14th May, 1997. The Directors undertake to transfer the balance vacant land in the name of the company after necessary legal and procedural formalities are completed' (Italics provided). Your Directors wish to explain that the factory land situated at Gat No. 408 & 415 of village Ozarde, Taluka Maval, District Pune, Maharastra, cost wherefore was paid by the Company, was earlier standing in the name of former and present Directors of the Company, viz. Gulam Harianawalla, Asif Harianawalla and Nitin Kiwalkar, out of which a major part on which factory building and structures are constructed has been transferred in the name of the Company post completion of necessary legal and procedural formalities, and conveyance deed therefore was executed and lodged for registration with the office of Sub-Registrar, Vadgaon, Maval, Pune, Maharastra, on May 14,1997. On discovery of the aforesaid facts, the Management has initiated necessary steps to secure the completion of applicable formalities for transfer of the remaining land in favour of the Company. The Management was concerned to discover that the above fact did not find mention in the Notes forming part of Financial Statements ofthe Company for the years ended March 31, 2005, March 31, 2006 and March 31,2007, which statements had been finalised prior to sanction ofthe rehabilitation scheme by the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) in June, 2010 whereby the Management took over control ofthe affairs ofthe Company. Arising out of omission of the afore stated in Note in the aforesaid 3 (three) financial statements, this Note did not find mention in the financial statement finalised by the Management for the year ended March 31,2008,which had since been approved at the meeting of Members ofthe Company, and also in the financial statement fort he year ended March 31, 2009 and March 31, 2010 as the same were approved by the Board of Directors prior to the aforesaid discovery. The Directors had explained the above facts in their Reports on financial statements for the years ended March 31,2009 and March 31,2010. The aforesaid note was also incorporated as Note no. 2(g) of Notes to Accounts to the financial statement as at March 31, 2011 is also part of Note no. 9 of Notes to Accounts to the financial statements as at March 31,2012. 4. Petition filed with Company Law Board The registered office of the Company is situated at the land belonging to Riverdale Farms Private Limited, Village Somatne, Talegaon Dabhade, Pune (for short 'RFPL'). The books of account, records and documents of the Company for certain earlier years are lying in the registered office access to which has not been available. The land whereat the manufacturing facilities of the Company are situated was purchased by individuals who are present and former directors of the Company out of funds provided by the Company. Out of total land measuring about 11 acres and 32 guntas, land measuring about 1 acres and 26 guntas is pending transfer in favour of the Company. Mr. Gulam Harianawalla, Managing Director of the Company and ANC Holdings LLC, both holding 52.23% of the equity capital of the Company filed petition before the Hon'ble Mumbai Bench of the Company Law Board seeking directions, amongst others, to RFPL and its directors to allow access to the office and records and documents of the Company and directions to the present and former directors of the Company to transfer of 1 acre and 26 guntas of land in favour of the Company. The Hon'ble Company Law Board vide order dated 19.07.2012 has allowed access to the records and documents of the Company and restrained the registered holder of land from alienation of the same. 5. Share Capital In terms of the Sanctioned Scheme, as approved by the Hon'ble BIFR, (i) each equity share of your Company has been derated from Rs. 10 per share to Rs.5 per share, thereby resulting in reduction of issued capital by Rs.2,40,40,000, and (ii) the partly paid up shares stand cancelled. As on date, the Strategic Investor has inducted Rs. 4,27,53,949 into your Company in accordance with the terms of the Sanctioned Scheme, out of which a sum of Rs. 2,59,60,000 has been appropriated towards share capital of your Company by issue of 51,92,000 fully paid equity shares of Rs. 5 each, at par, and the balance amount is held as Share Application money for which new equity shares will be issued to the Strategic Investor in due course. The Authorized Capital of your Company is now Rs. 9,70,00,000 divided into 1,94,00,000 equity shares of Rs.5 each. 6. Directors Mr. Keshav Rao, director of your Company, retires by rotation at the ensuing annual general meeting, and being eligible offers himself to be reappointed as director. Subject to the approval of shareholders of the Company, Mr. Gulam Harianawala is proposed to be reappointed as Managing Director for a further period of 3 years with effect from October 22, 2012. The requisite resolution of shareholders is being included in the notice of Annual General Meeting for approval ofthe shareholders of the Company. 7. Fixed Deposits Your Company has not invited or accepted any fixed deposits from public in terms of provisions of Section 58-A ofthe Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975and, as such, no amount of principal or interest was outstanding as payable as on the balance sheet date. 8. Insurance: Your Company is initiating steps to insure its Building, Plant and Machinery and other critical assets. 9. Directors' Responsibility Statement under section 217(2AA) of the Companies Act, 1956: The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the audited annual accounts for the financial year ended March 31,2012: (i) That in the preparation ofthe annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, had been followed along with proper explanation relating to material departures; (ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year ended on that date; (iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (Also refer to para 4 hereto before) (iv) that the directors had prepared the annual accounts on a going concern basis. 10. Conservation of energy, technology absorption, foreign exchange earnings and outgo a) There was no generation/consumption of energy as the plant had no operations during the year. b) There was no instance of technology absorption during the year as the plant was closed during the year. c) There were no foreign exchange earning and outgo during the year. 11. Particular of Employees: Me Board of Directors nere by confirms that during the financial year 2011- 12 here was no employee in the Company who was employed throughout the year or for a part ofthe year, whose particulars are required to be given in terms of Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particular of Employees) Rules, 1975. 12. Management's Discussion and Analysis The Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms part of this Report. 13. Corporate Governance Report Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. Certificate from the Statutory Auditors of the Company, M/s. B. Bhushan & Co, Chartered Accountants on the said report is also annexed to the Report on Corporate Governance. 14. Auditors and Auditors' Report B. Bhushan & Co., Chartered Accountants, was appointed as auditors of the Company to audit the books of account of the Company for the year ended March, 2012. They hold such office upto the ensuing Annual General Meeting of your Company and being eligible have offered themselves for reappointment to the said office. The Auditors of your Company have expressed certain qualifications in their report on the accounts of your Company and in the report on the corporate governance of your Company. The qualifications in report on accounts are self-explanatory and the qualifications in report of corporate governance will be addressed during the current year. As there were no operations carried on by your Company during the relevant financial year and also, in absence of certain accounting records which were not available with the Managing Director of the Company, the accounts for the relevant financial year have been drawn up on basis of available records and the information as available with the Board of Directors of your Company. Your Board is taking measures to suitably address the shortcomings. Your Company has during the year, filed its Annual Accounts for the financial years 2007-08,200809,2009-10 and 2010-11 with the Registrar of Companies. The Annual Returns for these years could not be filed due to non existence of Director Identification Number (DIN) of two of its Directors, Mr. Raja Karnam and Mr. Keshav Rao. The management of your Company has taken up this matter with these Directors and is persuading them to obtain their DIN at the earliest so that the Annual Returns are regularised. The Company shall take such steps in accordance with legal advice to secure removal of disqualification of its directors rendered by the provisions of section 274 (1)(g) ofthe Companies Act, 1956. 15. Stock exchange compliances Your Company has during the year fulfilled majority of the non compliances of the listing agreement with the Bombay Stock Exchange and the work on fulfilling the pending work is under way. The shares of your company was delisted from trading at the Pune Stock Exchange and the application of delisting at Ahmadabad Stock Exchange is under consideration by the said exchange. 16. Cautionary Statement Statement in the Management Discussion and Analysis describing the Company's objectives, expectations or predictions may be 'forward-looking statements' within the meaning of applicable securities laws and regulations. Important factors that could make a difference to the Company's operations include raw material availability and their prices, cost of fuel, availability of power, cyclical demand, pricing in the Company's principal markets, change in government regulations, tax regimes, economic developments within India in which the Company conducts business and other incidental factors. 17. Acknowledgement The Directors also take this opportunity for recording their appreciation for the active support and help extended by the Government of India, Authorities of State Government, Bank of India and other agencies and look forward to their continued support. On Behalf of the Board Sd/- Sd/- Densil Quadras Gulam Harianawalla Director Managing Director Place: Dubai Date : August 14, 2012 MANAGEMENT DISCUSSION AND ANALYSIS 1. Industry Structure and Development: The Government of India has provided package for encouraging and stimulating the development of poultry and hatchery industry. The poultry industry provides direct and indirect employment to over 3.2 million persons. Little over20 million agricultural farmers, especially the maize and soya growers, are also dependent for their livelihood on poultry industry as 75% to 80% ofthe cost of production in the poultry industry consists of feed ingredients, like maize and soya. The poultry industry has the inherent strength and resilience to face challenges in the form of high prices of feed ingredients and increases in input costs. 2. Opportunities, Threats, Risks and Concerns: The vast gap between the country's present per capita consumption (53 eggs and 3.2 kg. of poultry meat) and the level recommended by National Institute of Nutrition (NIN) (180 eggs and 11 kg of poultry meat) offers an opportunity for the growth of poultry industry in the coming years. Processing of poultry production is presently at a low rate of 2% due to lack of cold-chain and retail infrastructure. Unpredictable price behaviour of feed ingredients is an area of concern which needs to be addressed. 3. Segment wise Performance: There were no operations during the year ended 31st March 2012. 4. Outlook: There are signs of stabilisation in the prices of poultry feed, though a sudden spurt in the prices due to unforeseen circumstances cannot be ruled out. Demand for poultry products continues to be robust and the Company is expected to benefit from it. 5. Internal Control Systems and adequacy: The internal control system is being developed which will further assist in building systems for maintaining accountability ofthe assets. A proper and adequate system of internal controls, to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and transactions of like nature are authorised, recorded and correctly reported, is being developed. 6. Discussion on Financial Performance with respect to Operational Performance: There were no operations carried out during the year. The loss for the year ended March 31, 2012, was Rs. 54,57,037 as compared to profit of year ended March 31, 2011 of Rs. 51,975,777. 7. Human Resources: There is one employee in the Company and he is in charge of all administrative functions.