The Directors hereby present the 108th Annual Report for the
accounting year 2011-2012.
FINANCIAL HIGHLIGHTS -
(Rs. in Lakhs)
31st March 31st March
2012 2011
Sales and Other
income/receipts 15,382 12,703
Treasury Operations 1,170 1,115
Profit/(Loss) before Interest,
Depreciation & Taxation 1,027 1,475
Finance cost (112) (145)
Depreciation (210) (198)
Profit before Taxation 705 1,132
Provision for Taxation (135) (190)
Provision for Deferred Tax 9 (20)
Profit after Tax 579 922
Add: Surplus Balance as per
last Balance Sheet 1,123 350
Profit available for
Appropriation 1,702 1,272
Proposed Dividend (39) (48)
Dividend Tax (6) (8)
Transfer to General Reserve (55) (93)
Net Surplus in the statement
of Profit & Loss 1,602 1,123
DIVIDEND
The Directors are happy to recommend a dividend of Rs 2/- being 20 % of
the paid-up equity share capital of the company, out of the profits of
the year (previous year - 25%)
RESERVE AND SURPLUS
The balance in Reserves and Surplus stands at Rs. 10,947 lakhs
(previous year Rs. 10417 lakhs).
OPERATIONS - CHALLENGES, OUTLOOK AND EXPANSION
Extreme volatility in the raw oil prices is now an embedded reality in
the edible oil industry. As mentioned in our last year''s report, the
volatility in the Foreign Exchange markets has become even more
amplified than anticipated. Our worst fears materialized in the year
under review, and your company alike similar import-dependent companies
has faced an erosion in profitability.
The cautious approach of your company in buying imported crude palm
oil, however has enabled the company to restrict its exposure on the
foreign exchange front. Your company resorted to sourcing refined palm
oil from domestic producers at times when it was felt to be not prudent
to import crude palm oil. This has helped your company to limit its
exposure on the foreign exchange front and thereby the losses to the
barest minimum.
On the marketing front your company continues to make steady progress
in selling its premium product
- Rasoi Gold in West Bengal. This has helped your company in improving
upon its bottomline.
During the year under review the Indian economy has witnessed a slow
down due to various global, and domestic factors. Inflation continued,
showing little signs of remission. This had impacted the consumer as
well as trade sentiment. Caution was the watchword characterized by
risk averseness, which is likely to continue in the coming months as
well.
However it is pertinent to note that your company''s volumes have
remained unaffected despite slowdown. All efforts are being made to
give the volumes a boost to encash its loyal customer base by beefing
up its distribution system. This will also ensure fixed sales to a
permanent customer base at better realizations.
Your company, as a policy, keeps assessing the changing socio-economic
scenario from time to time and keep pace with these changes to meet the
ever changing demands and needs of the customer community.
Your company hopes that these measures will help the company to improve
upon its operational performance in the days ahead.
SECRETARIAL COMPLIANCE CERTIFICATE
The Secretarial Compliance Report, as required under section 383A of
the Companies Act, 1956, for the financial year 2011-2012 is annexed to
this report and forms a part thereof.
DIRECTORS
In terms of section 256 of the Companies Act, 1956, Shri N.G.Khaitan,
Smt. Shashi Mody and Shri R.S.Vaidyanathan retire at the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
Shri Jiten Patel , who was inducted as an independent non-executive
director in the Board of the company under section 260 of the Companies
Act, 1956 read with Article 83 of the Articles of Association of the
company in the Board meeting held on 14th November, 2011, subsequently
resigned from the Board.
Shri Brij Gopal Roy was inducted as an independent non-executive
additional director in the Board of the company under section 260 of
the Companies Act, 1956 read with Article 83 of the Articles of
Association of the company in the Board meeting held on 21st May, 2012.
As per proviso to section 260 of the Companies Act, additional
directors shall hold office upto the date of the ensuing 108th Annual
General Meeting of the company.
Notice has been duly received under section 257 of the Companies Act
along with the requisite deposit proposing candidature of Mr. Roy for
the office of Director in the ensuing 108th Annual General Meeting Shri
Maharaj Krishen Pandita was inducted as a non- independent executive
additional director in the Board of the company under section 260 of
the Companies Act, 1956 read with Article 83 of the Articles of
Association of the company in the Board meeting held on 14th November,
2011.
As per proviso to section 260 of the Companies Act, additional
directors shall hold office upto the date of the ensuing 108th Annual
General Meeting of the company.
Notice has been duly received under section 257 of the Companies Act
along with the requisite deposit proposing candidature of Shri Pandita
for the office of Director in the ensuing 108th Annual General Meeting.
The terms and conditions on which Shri Pandita has been appointed are
given in the Notice convening the 108th Annual General Meeting.
AUDITORS
At the 107th Annual General Meeting held on 5th August 2011, M/s Lodha
& Co, Chartered Accountants of 14, Government Place East, Kolkata, was
reappointed as auditors of your company until the conclusion of the
108th Annual General Meeting. The said M/s Lodha & Co, Chartered
Accountants, retires at this Annual General Meeting and being eligible
offer themselves for reappointment.
COST AUDIT
The Central Government had directed your company to conduct cost audit
relating to Vanaspati pursuant to the provisions of section 233B of the
Companies Act, 1956. Your company has submitted the Cost Audit report
duly audited by the Cost Auditor of the Company to the Central
Government upto the year 2010-11.
REQUIREMENTS UNDER SECTION 217 OF THE COMPANIES ACT, 1956
A) SUB-SECTION- (2A)- PARTICULARS OF EMPLOYEES
None of the employees are covered by the provisions of section 217(2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules 1975, as amended.
B) SUB-SECTION (1)(e) - CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under
section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the
Companies (Disclosure of Particulars in the report of the Board of
Directors) Rules, 1988 are annexed to this report.
C) SUBSECTION (2AA) - DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in section 217 (2AA) of the Companies Act, 1956, your
Directors confirm having:
(I) Followed in the preparation of the annual accounts, the applicable
accounting standards with proper explanation relating to material
departures, if any.
(II) selected such accounting policies and applied them 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 profit/loss for that period
(III) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities and
(IV) Prepared the annual accounts of your company on a going concern
basis.
CORPORATE RESPONSIBILITY STATEMENT
Your company is never oblivious of its responsibility towards the
community which is the source of its very lifeblood of survival and
prosperity. Your company firmly believes that its survival depends on
the survival of the society and / or community of which your company is
an inseparable part. It also recognizes the fact that business and
society have to compliment and supplement each other for both to
flourish.
Your company is ever responsive to emerging social priorities and
expectations and is ever willing to act ahead of regulatory
compulsions.
Your company continues, as always, to extend its helping hand for the
downtrodden sections of the society and will continue to do so in the
times to come.
CORPORATE GOVERNANCE
Corporate Governance and Management Discussion & Analysis is attached
and forms a part of this report.
LISTING ARRANGEMENTS
Your company''s shares are listed on Calcutta and Bombay Stock
Exchanges. The Annual listing fees in respect of all the exchanges have
been paid up to date.
SUBSIDIARY COMPANY
The subsidiary company was floated with the intention of starting some
new business which could not be established despite exploring different
available options due to adverse market conditions. Hence it was
thought prudent not to continue with the subsidiary company, so the
company decided to dilute its 51% equity holding w.e.f. 29th March,
2012.
Eastern India Edible Oils and Food Products Ltd, therefore, ceases to
be a subsidiary company of the Company w.e.f. 29th March, 2012 with the
dilution of 51% equity holding of Rasoi Limited in the said company.
ACKNOWLEDGEMENTS
Your Directors thankfully acknowledge the unstinted support &
whole-hearted cooperation from its employees at all levels without
which it would have been extremely difficult for the company to survive
in this volatile scenario amidst utmost unpredictability and
uncertainty.
Your company is also grateful to its dealers, distributors,
customers, shareholders and bankers who were extremely supportive
during the trying times and looks forward to their continued support in
the coming days as well.
On behalf of the Board of Directors
Kolkata RAGHU MODY
The 21st day of May, 2012 CHAIRMAN |