| Dear Members.
The Directors have the pleasure in presenting before you the 28th
Annual Report and Audited Accounts of the Company for the year ended on
31st March, 2014.
1. FINANCIAL RESULTS
The operating results of the Company for the year under review are as
follows:-
Rs. In lacs Rs. in lacs
31-03-2014 31-03-2013
Operations Incomes 3379.24 3460.39
Exceptional & 10.01 0.58
Extraordinery item
Expenses 3292.49 3138.32
Operating Profit 96.76 322.65
Interest 32.69 21.08
Depreciation 20.52 35.74
Profit before tax 43.55 265.83
Less: Taxation
Tax 8.98 90.71
Tax of Earlier year 2.18 --
Deferred 0.74 (2.77)
Profit after tax 31.65 177.89
2. OPERATIONS
The total Income for the year was Rs. 3379.24 lacs as compared to the
income for the previous year of Rs. 3460.39 lacs. The Company has
recorded a profit of Rs.31.65 lacs during the year under review. To
enable the company to augment and conserve money for long term working
capital requirement, the Board of Directors do not recommend dividend
this year.
3. AUDITORS AND AUDITORS REPORT
M/S Anil Hitesh and Associates, Chartered Accountants, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for reappointment.
The Auditors have furnished a certificate stating that, their
appointment, if made, will be within the limit laid down under section
139 of the Companies Act, 2013 and that they are not disqualified for
reappointment within the meaning of section 141 of the said Act.
The Notes on Accounts referred to in the Auditors Report are
self-explanatory and do not call for any further comments.
The qualification by the company statutory auditors regarding
compensated absences the company has initiated necessary action to
account for compensated expences on accrual basis. However the board
considers the amount has not material.
4. DIRECTORS
Mr. Poonam Chand Deewani, Director, retire by rotation and being
eligible, offer himself for reªappointment at the ensuing Annual
General Meeting.
In terms of provisions of Section 149 and 152 of the Companies Act,
2013 which became effective from 1st April as Independent Director of a
Company can be appointed for a term of five consecutive years and shall
not be liable to retire by rotation.
To comply with the above provisions it is proposed to appoint Mr.
Poonam Chand Deewani and Mr. Deepak Ladia as Independent Directors of
the Company for a period of five years from the conclusion of Company's
28th Annual General Meeting to the conclusion of Company's 33rd Annual
General Meeting.
5.CHANGE IN ARTICLES OF ASSOCIATION
The Board is proposing to incorporate changes in the Articles of
Association of the Company according to Companies Act, 2013 in the
ensuing annual General Meeting of the Company.
6. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as
stipulated under clause 49 of the listing agreement with the Stock
Exchanges in India is presented in a separate section forming part of
the Annual Report.
7. PERSONNEL
In accordance with the requirement of Section 217(2A) of the Companies
Act,1956 read with Companies (Particulars of Employees' Rules) 1975, as
amended from time to time, it is stated that no employee of the Company
was in receipt of remuneration aggregating to Rs.60,00,000/- or more
per annum and Rs.5,00,000/- or more per month, if employed for part of
the year.
8. CONSERVATION OF ENERGY
The information pursuant to Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the report
of the Board of Directors) Rules, 1988 is enclosed with this report
marked as Annexure 'A'.
9. TECHNOLOGY ABSORPTION
The information pursuant to Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the report
of the Board of Directors) Rules, 1988 is enclosed with this report
marked as Annexure "B".
10. FOREIGN EXCHANGE EARNING AND OUT GO
There was no earning of Foreign Exchange during the year under review.
The Company purchased fixed assets worth Rs.1, 499,023 and stores and
spares worth Rs.272, 728 in Foreign currency during the year under
review.
11. OUTLOOK FOR THE FUTURE AND EXPANSION
Your Directors would like to inform you that the work on the setting up
of new flour mill in Agartala, M/s Lalit Flour Mills, is being held in
abeyance and the order of new machineries have been cancelled as the
company is awaiting the completion of Broad Gauge in Agartala.
12. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956 your Directors state:
i) That the Annual Accounts for the year ended 31' March, 2014 have
been prepared following applicable accounting standards and there is no
material departure in this regard.
ii) That the accounting policies are applied consistently and
judgements and estimates made are reasonable and prudent so as to give
a true and fair view of the state of the affairs of the Company at the
end of the financial year and of the profit of the Company for the year
ended on that date.
iii) That the Directors have 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.
iv) That the annual accounts have been prepared on a going concern
basis.
13.EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS
The Directors of your Company are in a fiduciary position, empowered to
oversee the management functions with a view to ensure its
effectiveness and enhancement of stakeholder's value.
The Board provides and critically evaluates strategic direction,
management policies and their effectiveness on your Company. Their
objective is also to ensure that the long term interests of the
shareholders are being served.
Independent Directors are appointed not merely to fulfil the statutory
requirement but to provide strategic direction and guidance and provide
constructive support to management by asking the right questions and
generating quality debates and discussions on major decisions. The
Board of Directors is at the core of your Company's corporate
governance practice and oversees how the management serves and protects
the long term interests of the stakeholders. Your Directors believe
that an active, well informed and independent Board is necessary to
ensure the highest standards of corporate governance.
14. CORPORATE GOVERNANCE
The Company has taken proactive steps to ensure that the conditions of
Corporate Governance as stipulated in clause 49 of the Listing
Agreement with the Stock Exchange are complied with. A separate report
on Corporate Governance together with Auditors' Certificate on its
compliance are included in the Annual Report.
15. ACKNOWLEDGEMENT
Your Company is grateful for the co-operation and continued support
extended by the Department of Food & Civil Supplies, Food Corporation
of India and other departments in Central Government, Government of
Assam, Banks, Insurance Companies, Customers & Suppliers. The Board of
Directors greatly appreciates the dedicated service rendered by all the
employees of your Company. The future prospects of the Company are
bright and it would be the Company's endeavour to merit the confidence
of all shareholders.
For and on Behalf of the Board
(Mahabir Prasad Jain)
Managing Director
DIN. 00498001
Registered Office:
Meherpur, Silchar - 788015
Assam
Date: 5th September, 2014
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