The have pleasure in presenting the Twenty First Annual Report along
with the Audited Statements of Accounts of the Company for the year
ended March 31, 2012.
Financial Highlights :
(Rs. in Lacs)
Particulars 2012 2011
Revenue from Continuing Operations and other
Income 2369.90 778.36
Profit before Exceptional Item, Financial
Expenses, Depreciation, & Taxation 1220.99 250.52
Finance Cost 2566.24 241.99
Depreciation 2576.23 302.11
Provision for Taxation 1337.01 -
Profit /(Loss) after Tax from Continuing
Operations. (5258.49) (293.58)
Net Profit from Discontinued Operations 11020.60 1672.42
Profit for the year 5762.10 16448.84
The Hon''ble High Court of Gujarat vide its order dated February 7, 2012
has approved the Scheme of Arrangement (the Scheme) in the nature of
Demerger and Transfer of Demerged Undertaking of the Company to Riddhi
Siddhi Corn Processing Private Limited (RSCPPL) The Appointed Date as
per the Scheme is October 1, 2011 and the Effective Date is May 29,
2012 (the date the said order has been filed with the Registrar of
Companies, Gujarat). Accordingly, the Company''s Corn Wet Milling
business along with its assets and liabilities has been transferred to
RSCPPL from the Appointed Date October 1, 2011 and Company has received
the consideration as per the sanctioned scheme. Further as per the
sanctioned scheme the 16,63,100 equity shares held by M/s Roquette
Freres were cancelled and accordingly Company''s paid up capital stands
reduced by Rs. 166.31 Lacs.
The results of discontinued operations for the six months upto
September 30, 2011 has been included in Profit and Loss Account
Statement, while working for the profit of the year. The details of
discontinued operations are as below:
(Rs. in Lacs)
Year ended March 31 2012 2011
Revenue 52,726.61 99,819.61
Expenses 44,368.60 74,164.10
Profit from Discontinued Operations 8,358.01 25,655.51
Finance Cost 2,109.81 1,440.59
Depreciation 1,129.44 2,210.78
Exceptional Item 1,609.75 -
Profit before Tax 6,728.51 22,004.14
Provision for Tax (4292.08) 5,261.72
Profit After Tax 11,020.59 16742.42
The continuing operations mainly consist of Wind Farm Business and
Trading Activities. Total revenue of continuing operations was
Rs.2369.90 lacs against Rs.778.36 lacs of the previous year. Net loss
from continuing operations was Rs.5258.49 lacs against Rs.293.58lacs of
previous financial year. Loss is mainly on account of foreign currency
fluctuation, delays in optimizing the operation of Wind Farms and
deferred tax provisions. Your management is working toward optimizing
the operations of wind farms and hopeful of getting better results in
the current financial year.
Your directors recommended a dividend of Rs. 25/- per share of Rs. 10/-
face value i.e. 250% on the paid up equity share capital of Company and
dividend of Rs. 8% on non-cumulative redeemable preference shares of
Rs. 500 lacs. The total outgo towards dividend would be Rs. 2409.58
lacs. (excluding dividend tax).
During the period under review, the Company has not accepted Deposits
from the public within the meaning of Section 58A of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975.
Adequate insurance cover has been taken for both the movable and the
immovable properties of the Company including Buildings, Plant &
Machineries, and Stocks etc.
Corporate Governance :
Your Company complied with the relevant provisions of Corporate
Governance as prescribed in Clause 49 of the Listing Agreement and
Provisions of the Companies Act, 1956. A report on compliance with
Corporate Governance forms a part of the Annual Report.
The equity shares of your Company are listed on the Bombay Stock
Exchange Ltd. The Company has paid the listing and other payable fees
At the ensuing Annual General Meeting Mr. Sampatraj L. Chowdhary and
Mr. Mukesh Kumar Chowdhary retire by rotation and being eligible, offer
themselves for reappointment.
Mr. Marc Roquette has resigned from the directorship of the Company
w.e.f. May 28,2012 and Mr. Jayprakash M. Patel was appointed as an
Additional Director w.e.f. October 18,2012.
Directors Responsibility Statement :
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956, which requires company to give a Directors Responsibility
Statement, your directors hereby confirm -
That in preparation of annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
That Company has selected Mercantile 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 or
loss of the company for that period.
That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for the safeguarding the assets of the company
and for preventing and detecting fraud and other irregulations.
That the annual accounts have been prepared on a going concern basis.
Pursuant to the transfer of Wet Corn Milling Business only Wind Farm
Business remains with the Company. As the Wind Mill generates power
from renewal resources i.e. from winds and does not use fossils fuel,
naturally conserves energy.
Particulars of Employees and Others :
Particulars regarding employees receiving remuneration of Rs.
5,00,000/- per month or Rs. 60,00,000/- per annum is given in Annexure-
A to the Director''s Report.
The shareholders in Extra Ordinary General Meeting held on August
27,2012, approved the appointment of M/s. Deloitte Haskins & Sells,
Chartered Accountants for financial year 2011-12. The Auditors M/s.
Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing
Annual General Meeting and offer themselves for reappointment. The
Auditors have confirmed that if appointed their appointment would be
within the limit stated in Section 224 of the Companies Act, 1956
Comment on Auditors'' Report :
The statutory auditors qualified their audit report for the year ended
March 31, 2012 in respect of consequential effect, if any, of the
transactions recorded during the year, relating to unaccounted income
of Rs.1,609.75 lacs under section 132(4) of the Income Tax Act, 1961
and utilisation thereof of Rs.1,609.75 lacs towards land development
costs, in the absence of their ability to perform any review procedures
as regards said transactions as per the accepted Standards of Auditing
issued by the Institute of Chartered Accountants of India and
accordingly their inability to comment on the same. The management
proposes to take appropriate steps to adequately support their stand
before the appropriate authority in due course of time.
Foreign Currency Earned and Used :
The details of foreign Currency Earned and Used for discontinued
operations is as under;
(Rs. in Lacs)
Particulars 2011-12 2010-11
a. Foreign Exchange earned 6210.11 6962.12
b. Foreign Exchange Used
- Raw materials 41.32 112.28
- Capital Goods 27.05 85.38
- Stores and Spares 71.09 104.58
The Company places on record its deep appreciation for all those who
are associated with the Company and have continued their support
towards the growth and stability of the Company.
For and on behalf of the Board of Directors
Place : Ahmedabad
Date : October 18, 2012 Chairman