| Dear Members,
Your Directors have pleasure in submitting their 22nd Annual Report of
the Company together with the Audited Statements of Accounts for the
year ended 31st March, 2015
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along
with previous year's figures are given hereunder:
Particulars For the Year ended 31.03.2015
(Rs. In Lakhs)
For the year For the year
ended ended
31/03/2015 31/03/2014
Net Sales /Income from
Business Operations 8651.15 3036.92
Other Income 42.59 34.40
Total Income 8693.74 3071.32
Profit Before Depreciation/Interest 188.02 231.24
Less Interest 120.98 90.56
Less Depreciation 34.89 69.02
Profit after depreciation and Interest 32.15 71.66
Less Current Income Tax 0 0
Less Previous year adjustment of
Income Tax 0 0
Less Deferred Tax 0 0
Net Profit after Tax 32.15 71.66
Dividend (including Interim if any 0 0
and final)
Net Profit after dividend and Tax 32.15 71.66
General Reserve at the beginning
of the year (556.52) (628.18)
Amount Transferred to General Reserve 32.15 71.66
Balance carried to Balance Sheet (524.37) (556.52)
Earning per share (Basic) Rs. 0.34 0.75
Earning per Share(Diluted) Rs. 0.34 0.75
2. DIVIDEND
No Dividend is being proposed for the current financial year due to the
carried forward loss
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Due to the increase in the production capacity during the previous year
there was a huge increase in turnover during the year when compared to
the previous year. However the frequent price fluctuation of raw
material in international market and volatile foreign exchange
fluctuations affected the profitability. Thus the company earned a
lower profit when compared to previous year. Considering the growing
demand for edible oil in the local market the company will continue to
achieve a drastic growth in the coming years.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure I
attached to this report.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
As the element of risk threatening the Company's existence is very
minimal,the risk management system has yet to be implemented.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable
due to carried forward loss.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review. Disclosure in AOC 2 is furnished in Annexure II is
attached to this report.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There were no qualification, reservation or adverse remarks made either
by the Auditors or by the Practicing Company Secretary in their
respective reports.
12. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished
in Annexure III and is attached to this report
13. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is furnished in Annexure IV and is attached to this Report.
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company held 6 Board meetings during the financial year under
review.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 profit and
loss of the company for that period;
(c) 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;
(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 the company and that such internal financial controls are
adequate and were operating effectively. Internal financial control
means the policies and procedures adopted by the Company for ensuring
the orderly and efficient conduct of its business including adherence
to Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records and the timely preparation of reliable financial
information; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Kamala J Kothari, Director retires at this Annual General Meeting
and being eligible offer herselves for re election.
Pursuant to the provisions of Sec. 197 of the Companies Act, 2013 read
with Schedule V thereto and subject to the approval of the Company in
general meeting, Shri. Dinesh Kothari has been appointed as a whole
time Director of the Company from 01st April 2015.
During the year, Mr. M. Velmurugan has been appointed as the Chief
Financial Officer with effect from 1st November, 2014.
The information required under Section 197 (12) of the Companies Act,
2013 and the rules made thereunder, as amended, has been given in
Annexure V appended hereto and forms part of this report.
19. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
20. AUDITORS
(i) Statutory Auditors
Pursuant to Section 139 of the Companies Act, 2013 and Rules made
thereunder M/s. Balaji & Gopalan, Chartered Accountants, No. 43 Motilal
Street, T Nagar, Chennai-600017, Firm Regn. No. 008874S, are proposed
to be appointed as the statutory auditors of the Company in place of
the retiring auditors M/s. CNGSN & Assocites. Their appointment and
payment of remuneration are to be confirmed and approved in the ensuing
Annual General Meeting. The Company has received a certificate from the
above Auditors to the effect that if they are reappointed, it would be
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
Secretarial Auditor by the Board of Directors for the financial year
2014-15 his report is attached separately to this report.
21. RISK MANAGEMENT POLICY
The Statement showing the details regarding the development and
implementation of Risk Management 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 handling and
monitoring and reporting.
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVID- ING VIGIL
MECHANISM
The Audit Committee consists of the following members
a. G. Ashokkumar
b. P. Ramamoorthy
c. Kamala J Kothari
The above composition of the Audit Committee consists of independent
Directors viz., Mr. G. Ashokkumar and Mr. P. Ramamoorthy, who form the
majority.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee for reporting issues concerning the interests of co
employees and the Company.The Whistle Blower Policy is available on the
website of the Company viz., www.jrfoods.in.
23. SHARES
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.
24. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
J.K. Kothari Kamala J. Kothari
DIN: 00005295 DIN: 00005321
Managing Director Director
Place: Puducherry
Date: 30"-May, 2015
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