The Directors have pleasure in submitting the Annual Report together
with the Statement of Accounts of your Company for the year ended 31st
The summary of your Company''s financial performance is given below:
Year ended Year ended
March 31, 2015 March 31, 2014
(Rs. in lacs) (Rs. in lacs)
Profit before Depreciation and Taxes 40.01 70.99
Deducting therefrom Depreciation 22.39 12.89
Profit before tax and Exceptional item 17.62 58.10
Deducting therefrom taxes of:
- Current Tax
- Deferred Tax
Profit after tax 17.62 58.10
Add: Balance brought forward from
previous year (-)691.97 (-) 750.08
Amount available for Appropriations (-)674.35 (-) 691.97
The proposed appropriations are :
1. Proposed Dividend
2. Tax on proposed Dividend
3. Debenture Redemption Reserve
4. Balance Carried forward (-) 674.35 (-) 691.97
Total (-) 674.35 (-) 691.97
Review of Company''s Performance
The company continued with the horticulture operations during the year.
Production of green capsicum continued and the total production during
the year was 17.37 MT. We have also produced vegetables and Madhukamini
in the open space available at the factory premises. As the life of
green houses is over, it is not viable to continue the horticulture
operations. Therefore, it is decided to discontinue the production of
horticulture products. The rental income of godowns was Rs.86.17 lac
during the year. The rental income will continue to be a recurring
source of revenue in the coming years.
Pursuant to clause 49 of the Listing Agreement with the BSE Limited and
the Companies Act, 2013, Report on Corporate Governance along with the
Auditors'' certificate on its compliance have been included in this
Annual Report as a separate annexure.
Directors'' Responsibility Statement
In compliance of Section 134 (5) of the Companies Act, 2013, the
Directors of your Company confirm:
* that in the preparation of annual accounts, the applicable accounting
standards have been followed and there are no material departures;
* that such accounting policies have been selected and applied
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 as on March 31,2015 and of the Profit of the Company for
the year ended on that date.
* that proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
* that the annual accounts have been prepared on a going concern basis.
* that internal financial controls have been laid down to be followed
by the company and that such internal financial controls are adequate
and were operating effectively.
* that proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Your Directors have not recommended any dividend, as consolidation and
restructuring process is underway.
The paid up Equity Share Capital as on 31st March, 2014 and as on 31st
March, 2015 was Rs. 268.75 lacs. During the year under review, the
Company has not issued any shares.
No shares with differential voting rights, stock options or sweat
equity shares were issued by the Company during the year under review.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
The information required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is
annexed herewith as a separate Annexure.
The Company has contributed Rs.11.01 lac to the exchequer by way of
Income tax, VAT and other fiscal levies.
The Company has not accepted fixed deposit falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.
Managerial Remuneration and Employees
Details required pursuant to Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 are enclosed as a
The Company has no employee as specified under Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, hence, there is no information required to be provided in this
Members at the Annual General Meeting held on 26.09.2014 have appointed
Shri Rajesh B. Shah, Shri Prem Chand Surana and Smt. Rutva Acharya as
Independent Directors of the Company to hold office for five
consecutive years for a term up to 31st March, 2019 (they will not
retire by rotation).
Shri P. K. Shashidharan is due to retire at the end of the ensuing
Annual General Meeting and being eligible, offers himself for the
re-appointment. Brief resume of Shri P. K. Shashidharan as required as
per clause 49 of the Listing Agreement executed with the BSE Limited is
provided in the notice convening the Annual General Meeting of the
All independent directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of The
Companies Act, 2013. The company keeps informed independent directors
about changes in the Companies Act, 2013 from time to time and their
role, duties and responsibilities.
H.V. Vasa & Co., Statutory Auditors of the Company retire at the end of
forthcoming Annual General Meeting and being eligible, offer themselves
for reappointment. The Board recommends their re-appointment at the
ensuing Annual General Meeting.
Secretarial Audit Report given by Umesh Parikh and Associates, Company
Secretaries in practice is annexed with this report.
Extract of Annual Return
The details forming part of the extract of the annual return in Form
No.MGT-9 is annexed herewith as a separate Annexure.
Particulars of Loans, guarantees or investments under section 186
The loans if any, made by the Company are within the limits prescribed
u/s 186 of the Companies Act, 2013 and no guarantee or security is
provided by the Company.
Details of Investments covered u/s 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.
Particulars of contracts or arrangements with related parties:
The particulars of contracts or arrangement with related parties as per
Section 188(1) of Companies Act 2013, including arm''s length
transactions are enclosed as separate Annexure in Form No.AOC-2
There are no materially significant related party transactions made by
the Company with Directors, Key Managerial Personnel or other
designated Persons which may have a Potential Conflict with the
interest of the Company at large. All related party transactions were
placed before the Audit Committee and the Board for approval. The
Policy on related party transactions as approved by the Board is
uploaded on the Company''s website.
Your Company has adequately insured all its assets.
Your Company''s relations with its employees remained cordial throughout
the year. The Directors wish to place on record their deep appreciation
for the services rendered by workers, staff members and executives of
Your Company has taken adequate steps for the health and safety of its
employees, as required under the Gujarat Factories Rules, 1963.The
Company has not received any complaint under The Sexual Harassment of
women at Workplace (prevention, prohibition and redressal) Act, 2013.
Your Directors would like to place on record their gratitude for the
co-operation and assistance given by various departments of both State
and Central Governments.
For and on behalf of the Board of Directors,
Ahmedabad Rajesh B. Shah
27th May, 2015 Sanwarmal D. Agarwal
P. C. Surana