| Dear Members
The Directors have pleasure in submitting the Annual Report along with
the Audited Accounts for the year ended on March 31, 2014.
REVIEW OF OPERATIONS
Your Company's performance during the year as compared with that during
the previous year is summarized below.
For the Year ended For the Year ended
31-03-2014 31-03-2013
Rs. in '000 Rs. in '000
Income from Operations 29,309 33,388
Other Income 1,588 1,122
Total Income 30,895 34,510
Total Expenditure 30,019 32,135
Profit for the year before tax 878 2,375
Provison for current tax (284) (560)
Profit after tax available for
appropriation 592 1,815
Appropriations
Proposed Preference Dividend 4 2
Dividend Tax 1 1
Balance brought forward
from previous year (53,988) (55,778)
Surplus/(Deficit) (53,379) (53,966)
DIVIDEND
The Board of Directors of your Company recommend a final dividend of
Rs. 4,500/- on 50,00,000, 0.01%, Redeemable Non-Cumulative Preference
Shares of Rs.10/- each (Rs. 9/- called and paid up) for the year
2013-2014.
Since the profits of the Company are marginal, Board of Directors of
your Company do not recommend payment of dividend on equity shares of
the Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
There is a separate section on Management Discussion and Analysis in
this Annual Report which, inter alia covers the following.
1. Industry Structure and Development.
2. Discussion on financial performance with respect to operational
performance.
3. Segment-wise performance
4. Human Resources, Industrial Relations
5. Opportunities and Threats
6. Control Systems and their adequacy
7. Risks and concerns
8. Outlook
The same is appended as Annexure A to the Directors' Report.
FINANCIAL POSITION
The main area of operations of the Company is trading in vegetable
oils. In view of the intense volatility of the market, as in the past
few years, the management decided to engage in trading only where there
was no risk of losses. As a result, the income from operations for the
year was Rs. 293.09 lac. During the year, there was a profit after tax
of Rs. 5.92 lac as against a profit of Rs. 18.15 lac in the previous
year. The accumulated loss as on March 31, 2014 stood at Rs. 533.79 lac
as compared to Rs. 539.66 lac as at March 31, 2013. The Company has no
loan funds as at the end of the previous year.
INDUSTRIAL RELATIONS
Your Company maintained healthy and harmonious industrial relations at
all levels.
FIXED DEPOSITS
Your Company is not accepting Fixed Deposits from the public.
DEPOSITORY SYSTEM
Your Company's equity shares are available for dematerialisation
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of March 31, 2014, 99.18 % of the equity
shares of your Company were held in demat form.
DIRECTORS
The Board of Directors of your Company had appointed Mr. K.G. Mudaliar
as Additional Director, designated as Independent Director of the
Company with effect from October 15, 2013, vide resolution passed on
October 15, 2013 to hold office as such upto the date of this Annual
General Meeting in terms of Section 161 of the Companies Act, 2013.
Your Company had also appointed Mr. N. S. Nabar, Mr. A. B. Choudhury
and Mr. Clement Pinto as Non- Executive Directors, liable to retire by
rotation under the Companies Act, 1956. All these Directors are also
the Independent Directors pursuant to the provisions of Clause 49 of
the Listing Agreements entered into with Stock Exchanges.
As per section 149 of the Companies Act, 2013 (Act), which came into
effect from April 1, 2014, every listed public company is required to
have at least one-third of the total number of directors as Independent
Directors. These Independent Directors are not liable to retire by
rotation. Accordingly, it is proposed to appoint Mr. K. G. Mudaliar,
Mr. N. S. Nabar, Mr. A. B. Choudhury and Mr. Clement Pinto, as
Independent Directors, in accordance with the provisions of section 149
of the Act, to hold office as per their tenure of appointment mentioned
in the Notice of the Annual General Meeting of the Company.
AUDITORS
You are requested to appoint Auditors and to authorise the Board to fix
their remuneration. The retiring auditors, Kalyaniwalla & Mistry,
Chartered Accountants [Firm Registration No.: 104607W], are eligible
for re-appointment. A certificate from the Auditors has been received
to the effect that their re-appointment, if made, would be within the
prescribed limit.
AUDIT COMMITTEE
The Audit Committee, which was constituted pursuant to the provisions
of Companies Act and the listing agreement, has reviewed the accounts
for the year ended March 31, 2014. The members of the Audit Committee
are Mr. Clement Pinto, Mr. N. S. Nabar, Mr. A. B. Choudhury and Mr. K.
G. Mudaliar, all are Independent Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, the Directors of your Company confirm:
i. that in preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same.
ii. that such accounting policies have been selected and applied
consistently and made judgements 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 profit or loss
of the Company for that period.
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company, for preventing and
detecting fraud and other irregularities.
iv. that the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchange, a detailed report on Corporate Governance is included in the
Annual Report. The Auditors have certified the Company's compliance of
the requirements of the Corporate Governance in terms of Clause 49 of
the Listing Agreement and the same is annexed to the report on
Corporate Governance.
ADDITIONAL INFORMATION
During the year under review, the Board of Directors of your Company
had on February 7, 2014 approved the proposal of scheme of amalgamation
of your Company with Godrej Industries Limited. BSE Limited had
conveyed its 'No objection' for the said scheme of amalgamation. Your
Company had approached the Hon'ble High Court of judicature at Madhya
Pradesh, Indore Bench and the High Court had directed to seek the
approval of the equity shareholders for the scheme of amalgamation.
Accordingly, a court convened meeting of the equity shareholders of
your Company has been called on July 4, 2014. Also pursuant to the
terms of para 5.16 of Circular Number CIR/CFD/DIL/5/ 2013 dated
February 4, 2013 issued by Securities and Exchange Board of India
(SEBI) read with para 7 of Circular Number CIR/CFD/ DIL/8/2013 dated
May 21, 2013 issued by SEBI ("SEBI Circular") and pursuant to Section
110 of the Companies Act, 2013 and applicable rules thereunder, your
Company is seeking the approval of the equity shareholders for the
scheme by way of Postal Ballot. The results of the said postal ballot
will be declared by the Chairman of the Company on July 25, 2014.
Information in respect of Conservation of Energy and Technology
required under Section 217(1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors') Rules, 1988 is not applicable to your Company. There are no
persons employed throughout or part of the financial year for whom,
information about the particulars required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 needs to be given.
ACKNOWLEDGEMENT
Your Directors thank the Union Government, the Government of Madhya
Pradesh and Maharashtra, as also all the Government agencies, banks,
shareholders, customers, employees, vendors and other related
organizations who, through their continued support and co-operation
helped as partners in progress of your Company.
For and on behalf of the Board of Directors
Place: Mumbai N. S. Nabar
Date : April 30, 2014 Chairman |