To the Members,
We are presenting the 22nd Board report along with the Audited Financial Results for
the year ended 31st March 2016.
1. FINANCIAL AND PERFORMANCE REVIEW
Your Company's integrated models of operations right from procurement, maturing,
processing, packaging, branding and distribution, had help the Company to offer a wide
range of quality products to its consumers at the very competitive Prices. Your Company is
a trusted name in the organised retail and unorganised retail markets.
"Raindrops" flag ship brand of the Company is one of popular and trusted brand
in FMCG Sector in India. However during last few years Company has faced financial
liquidity crunch and due to shortage of working capital funds , processing units of the
company were running with marginal capacity and the production was suspended in majority
of the plants during the year under review due to which company has incurred substantial
losses.
C in Lacs)
Particulars |
2015-16 |
2014-15 |
Sales |
52,179.67 |
1,85,576.61 |
Other Income |
85.71 |
44.15 |
Total |
52,265.38 |
1,85,620.76 |
Profit Before Interest and |
(74,616.66) |
(4,79,989.44) |
Depreciation and Amortisation |
|
|
(PBIDTA) |
|
|
Less: Interest |
18,539.46 |
31,498.87 |
Less: Depreciation |
10,496.70 |
10,501.39 |
Profit Before Tax and |
(1,03,652.82) |
(5,21,989.70) |
Exceptional items ( PBT) |
|
|
Less: Exceptional items |
10,020.81 |
2,74,40.15 |
Profit Before Tax ( PBT) |
(1,13,673.63) |
(5,49,429.85) |
Less: Provision for Current Tax |
- |
- |
Less: Prior Period Tax Payments |
(6,060.12) |
(-) |
Profit after Tax (PAT) |
(1,07,613.51) |
(5,49,429.85) |
During the financial year under review, turnover on standalone basis of the Company was
of ' 52,179 lacs against turnover of ' 185,576 lacs in the immediate previous year. During
the year under review, the Company has incurred loss of ' 107,613 lacs in comparison to
the loss of ' 549,429 lacs in previous year.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANYS OPERTATIONS IN FUTURE.
During the year under review, The Company has faced acute shortage of working capital
funds, shortage of raw material at the manufacturing units and shutdown of the production
units are some of the major challenges faced by the Company due to which the Company
failed to utilized its capacity of its processing units even upto a breakeven level.
Several banks started actions against the company under the provisions of the
Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002 ("SARFAESI ACT"). Beside these, below are the major happenings during
the year under review.
CORPORATE DEBT RESTRUCTURING (CDR) SCHEME OF THE COMPANY
Various events had led the Company to face the financial difficulties and liquidity
crunch in past years, which have been primarily the result of steep rise in the price of
raw material coupled with reduction in sales volume, higher competition in the industry,
overdue in debtors realisation, and economic slowdown etc.
Due to financial distress, Company has defaulted in payment of its obligations in
respect of Banks/Financial Institutions/NCD holders, and almost all the bank accounts of
your Company were declared NPAs. A Joint lender forum comprising all lenders of the
Company was formed, led by UCO Bank. Thereafter a draft Corrective Action Plan (CAP) was
submitted for consideration by the lenders and as required, the same was also sent to CDR
Cell. Initially it was decided by a majority of lenders that restructuring of debts of
your Company be undertaken to support your Company to come out of the present financial
distress in accordance with the Reserve Bank of India' (RBI's) Special Mention Accounts
(SMA) guidelines dated 26 th February, 2014.
Your Company submitted a proposal for restructuring of its debts and it adhered to all
parameters laid down by the lenders to test the need and efficacy of any proposal for
restructuring of debts and the Company was hopeful and confident of support of the lender
Banks but it came as a surprise to the Company when the lenders unilaterally decided that
the debts of the Company could not be restructured and rejected the proposal submitted by
the Company
PETITION BEFORE DEBT RECOVERY TRIBUNAL BY BANKS
Your Company had availed various working capital and term loan facilities from various
banks. However, due to financial liquidity crunch being faced by the company from past few
years, Company has defaulted in payment of its obligations in respect of Banks/Financial
Institutions/NCD holders. Therefore, to recover the loans advanced by them to the Company,
UCO Bank, J and K Bank Limited and IFCI Limited has filed petition to Debt recovery
Tribunal (DRT) against the Company, which are being contested by your Company
NOTICES FROM BANKS AND FINANCIAL INSTITUTIONS UNDER PROVISIONS OF THE SECURITIZATION
AND RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002
("SARFAESI ACT") Your Company has also received several demand and recall
notices under the provisions of the Securitization and Reconstruction of Financial Assets
and Enforcement of Security Interest Act, 2002 ("SARFAESI ACT") from several
lending Banks calling upon your Company to forthwith pay the entire alleged principal and
all accrued interest in respect of the various facilities aggregating to ' 5579.93 crores,
failing which they would initiate steps for recovery.
Your Company also received Notices from Lenders under Section 13(2) of the
Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002 ("SARFAESI ACT"), calling upon your Company to discharge the alleged
outstanding liability, failing which they would exercise their rights under Section 13(4)
of the SARFAESI Act with respect to the secured assets. Your Company has challenged the
legality and validity of these notices and is in consultation with its legal advisers to
take other steps as may be advised by the legal advisors to protect your Companys
interests. However, State Bank of Bikaner and Jaipur, Karur Vysya Bank Limited and Andhra
Bank has declared your company as wilful defaulter.
WINDING UP PETITION AGAINST THE COMPANY: United Bank of India (UBI) and Jammu and
Kashmir Bank Limited has filed winding up petition against the Company upon the failure of
the Company to repay their advances on due dates. Your Company is contesting the winding
up petition and the matter is pending in the honourable High Court.
UBI is also a part of Joint Lender Forum and have also signed the
JLF Agreement on 24.06.2014.We believe that filing of winding up petition by UBI and
the Jammu and Kashmir Bank Limited are against the spirit of restructuring .
REFERENCE TO THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR):
Upon erosion of entire net worth of your Company, your Company had become a Sick
Industrial Company as per the provisions of Sick Industrial Companies (Special Provision)
Act 1985 (SICA). Accordingly, Company has filed a Reference with the Board for Industrial
and Financial Reconstruction (BIFR) which has since been registered as Case No. 85/2015 by
the Honble BIFR for adopting measures for the rehabilitation and revival of the
Company. Reference of the Company is still pending with BIFR for preparation of a viable
Scheme of the revival of the Company. Board for Industrial and Financial Reconstruction
has special powers to deal with the sick units, therefore your company has also filed
various Misc. Applications with Honble BIFR
2. DIVIDEND
Your company has the legacy of paying dividends to its shareholders continuously for 14
years. However, during last few years, company has incurred losses and facing liquidity
crunch, therefore Board of Directors has not recommended any dividend for the financial
year 2015-16.
3. UNCLAIMED / UNPAID DIVIDEND (TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND)
Pursuant to Section 124 read with Sub Section (1) of section 125 of the Companies Act,
2013 , unclaimed dividend which remains unpaid for a period of seven years shall be
transferred to Investor Education & Protection Fund. Accordingly, your Company has
transferred all unclaimed dividend upto the year 2007-2008 to the said fund. Unclaimed
dividend for the year 2008-2009 (Rs. 453,460.50) shall be transferred to the said fund
before the due date.
It may be noted that upon the transfer of the unpaid/unclaimed dividend to the Investor
Education & Protection Fund, members lose their right to claim such dividend.
Therefore, Members are requested to claim the amount of Unpaid/unclaimed dividend for the
year 2008-2009 and onwards.
4. TRANSFER TO RESERVE
During the year , your Company has not transferred any sum to any Reserves of the
company
5. SUBSIDIARY/ ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT
During the year under review, there were no companies, which have become or ceased to
be the subsidiaries, associates or joint ventures of your company.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANIES
As on 31st March 2016, your Company had 5 (Five) wholly owned foreign subsidiaries
namely; Ammalay Commoditiess JLT, UAE, Ammalay International PTE Ltd, Singapore and Holy
Stars Ltd, Auckland Holdings Ltd and Orient Agro (M) Ltd., based in Mauritius,
Further, the Companies Act 2013 under the provisions of section 129(3) provides that
where a Company has one or more subsidiaries, it shall, in addition to its financial
statement, prepare a Consolidated Financial Statement of the Company and of all the
subsidiaries in the same form and manner that of its own which shall also be laid before
the Annual General Meeting of the Company.
However, the above said subsidiary companies have not submitted their financial
statements for the year ended 31st March, 2016 which are required for the finalization of
Consolidated Financial Statements of REI Agro Limited for the year ended 31st March, 2016.
Due to this, REI Agro Limited has not been able to finalize/ prepare its Consolidated
Financial Statements for the year ended 31st March, 2016. The delay in preparation of
Consolidated Financial Statements is beyond the control of the Management.
Company will make available the said annual accounts and other related information of
the subsidiary companies as and when available from these subsidiaries.
ASSOCIATE COMPANY AND JOINT VENTURES
As on 31st March 2016, your Company do not have any joint venture with any company,
however it had only 2 (Two) Associate Companies, namely M/s Varrsana Ispat Limited and M/s
Anagi Constructions Private Limited. A separate sheet containing the salient features of
the financial statements of the subsidiaries and associate companies as required under
section 129 of the Companies Act, 2013 in prescribed form is attached herewith as an
Annexure "A" which forms part of this report
6. BUSINESS SEGMENTS
Your Company operates in two Business segments i.e. business of processing, trading and
marketing of agro products and Generation
of power through Wind farm generators. However, your Company is not providing segment
reporting for wind power generations as the total revenue, assets, profit or the capital
employed in the wind power generation is less than 10 per cent threshold limits of
revenue, result, and assets, which is required for reportable segment as provided in
Accounting Standard 17 (AS 17)"Segment Reporting" issued by the Institute of
Chartered Accountants of India (ICAI) / Company (Accounting Standards) Rules, 2006.
6.1 AGRO PRODUCTS
During the financial year 2015-16, revenue from sale of agro products was of ' 502.99
Crores as compared to revenue of ' 1832.25 Crores in the immediately preceding previous
year from the sale of agro products.
During the stressful last year under review, in which the Company has faced severe
liquidity crunch, shortage of raw material and lack of working capital funds, the Company
was not able to utilize the installed capacity of its plants, export sales of the Company
were reduced to ' 89 lacs against export sales of ' 9902 lacs during the immediately
previous year. Though the export during the year are lower than the immediately preceding
years, we believe that the consistent quality, better consumer engagements in past has
earned a reputation to the Company and as and when our plants start running , we will
regain our customers and provide momentum to the growth of the Company through quality
exports.
6.2 WIND POWER PERFORMANCE
Your Company has its wind farms for power generation in the States of Rajasthan,
Maharashtra, Tamil Nadu and Gujarat with a total installed capacity of 46.1 MW During the
financial year 2015-16, revenue from the wind power generation was of ' 18.52 Crores.
All the Wind power generation farms are registered with United Nations Framework
Convention on Climate Change (UNFCC) and expected to generate revenue through sale of
Certified Emission Reduction (CER/Carbon Credits) in the future.
7. CREDIT RATING
In view of your companys default in meeting its financial obligations, Credit and
Analysis Research Ltd. (CARE) has revised the ratings, at present it has assigned
"CARE D" rating to the long term and short term Instruments/ facilities of the
Company.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on the management discussion and analysis as required under the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part
of this report
9. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance.
A report on Corporate Governance as stipulated under the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. Requisite
certificate from Practising Company Secretary, confirming compliances with the conditions
of corporate governance as stipulated under the Listing Regulations, is attached to this
report.
10. ENVIRONMENTAL ASPECT AND SOCIAL RESPONSIBILITY
Your Company continues to show its commitment for sustainable use of natural and
non-renewal resources and for improvement in all aspects of the environment. Company pays
special emphasis for plantation and preservation of trees. We use state of art technology
in our plants to reduce waste and emissions of environment pollutants. To Promote optimum
utilisation of available resources, Company has a rice husk based power plant for captive
use thereby reducing dependence on Coal, oil etc. as fuel. The husk based power generation
facilities are registered for Renewable Energy Certificates (REC). It is also to mention
here again that the company has set up Wind Farms for power generation situated at
Rajasthan, Maharashtra, Tamil Nadu and Gujarat, with a capacity of 46.1 MW which are
registered with United Nations Framework Convention on Climate Change (UNFCC) and are
capable of generating revenue through sale of Certified Emission Reduction (CER/ Carbon
Credits).
QUALITY SAFETY, HEALTH
Your Company gives top most priority to the Quality of its products and Health and
Safety of Consumers. Processing units of the Company are certified ISO 9001-2008 for the
Quality Management Systems and ISO 22000- 2005 for milling of paddy, processing and
packing of rice under Food Safety Management Systems.
Manufacturing and processing facilities of the Company are registered with U.S. Food
and Drug Administration pursuant to the Federal Food Drug and Cosmetic Act as amended by
the
Bioterrorism Act of 2002 and FDA food safety modernization Act, which indicates high
standard in relation food quality and safety matters followed by the company.
11. BOARD OF DIRECTORS
At the beginning of the financial year under review, your Company has 5 (Five)
Directors on its board, having a combination of Independent Non executive and Executive
Directors which constitute a competent Board in accordance with the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 and applicable provisions of the
Companies Act,2013. However, during the year under review, due to sudden demise of one of
Independent Non-Executive Director i.e. Sh. A. Chatterjee (DIN.- 00266151) on 04th
August,2015 and resignations of Ms. Anishrava Agrawal (DIN: 00976083), Independent
Non-Executive Woman Director of the Company we.f. 25th April,2015 and Dr. ING N.K Gupta
(DIN no. 00032956), Independent Non-Executive Director w.e.f. 23rd November,2015, your
Company had left with only two Directors on the Board of Directors of the Company,
consisting of one independent non-executive Director and one Executive Chairman cum
Managing Director at the end of the financial year ended on 31st March,2016
Further, after the registration of the reference of the Company with Honble BIFR,
the company has filed a "Misc. Application" with Honble BIFR to allow the
Company to carry on its business and operations , including taking all decision in the
matters of dealings and affairs of the Company with the existing Directors only
KEY MANAGERIAL PERSONNEL
During the year under review, there is no change (appointment or cessation) in the
office of KMP.
DECLARATION BY INDEPENDENT DIRECTORS
The company has received declarations from all the Independent directors confirming
that they meet the criteria of independence as provided under Section 149(6) of the
Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015
DIRECTOR RETIRE BY ROTATION
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act,
2013, one-third of such of the Directors as are liable to retire by rotation, shall retire
every year and, if eligible, offer themselves for re-appointment at every AGM.
The Company is not retiring any Executive Director on retirement on rotation basis in
the ensuing Annual General Meeting and the Company has filed a application with Honable
BIFR seeking their approval for maintaining the status quo on the position of Directors
and to exempt the directors of the company, liable to retire by rotation till the Company
is under BIFR.
a) BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations , the
Board of Directors required to carry out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination & Remuneration and Compliance Committees. However at present
situation company has not carried out any evaluation of Board of Directors, but directors
at several meeting discussed and frame polices for the working of the Board of Directors
of the Company.
b) REMUNERATION POLICY
The Board of Directors of the Company on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment including criteria
for determining qualifications, of Independent Directors, Senior Management and their
remuneration. Details of the remuneration and sitting fees paid to the directors are
provided in Corporate Governance Report. Further, pursuance to Section 134(3)(e), the
Nomination & Remuneration policy framed and recommended by the committee is attached
herewith as an "Annexure-B" which forms part of this report
c) MEETINGS
During the year under review, 9 ( Nine) Meetings of Board of Directors and 1(One)
Meeting of Independent Directors were held. The Details of which are given in
Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 were adhered to while
considering the time gap between two meetings.
12. COMMITTEES OF THE BOARD
Your Company has constituted various committees in accordance with the requirements
under provision of Companies Act, 2013 and Listing Regulations of the Stock Exchanges
where shares are listed, However during the year under review, due to the resignations of
the few Independent Directors from the Board of the Company, Company is left with only two
Directors on the
Board of Directors of the Company, as a result no. of Directors on the Board of the
Company falls below the minimum numbers required to constitute a competent Board of
Directors and formation of Audit, and Nomination and Remuneration and Corporate Social
Responsibility Committees as required under Companies Act and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015. In this regard, the Company has filed a
Miscellaneous Application with the Honble BIFR for exempting and allowing the
Company to continue its working with two Directors only till the time Company is under
BIFR or as may be directed by the Honble BIFR.
Below are the Committees constituted by the Company:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Share Transfer Committee
d. Shareholders/Investors Grievance Committee
(Stakeholders Relationship Committee)
e. Corporate Social Responsibility Committee
f. Risk Management Committee
The details with respect to the compositions, powers, duties etc of the above mentioned
committees are mentioned in the Corporate Governance Report which forms part of this
Annual Report.
13. RISK MANAGEMENT POLICY
Your Company has laid down procedures to inform members about the risk assessment and
minimization procedures, which are periodically, review.
14. VIGIL MECHANISM
The Company has put in place a codified system, which welcomes suggestions from
employees at all levels who have access to the audit Committee members, and the Senior
Management of the Company to report any kind of irregularity in the Companys
functioning or any unethical behavior or any kind of harassment or unequal treatment given
to them. Company has always believed in conducting its affairs in a fair and transparent
manner by adopting the highest standards of professionalism, honesty, integrity and
ethics. Further, the whistle blower policy as framed by the company is disseminated on the
companys website: www reiagro.com
15. LOAN, GUARANTEE AND INVESTMENTS IN SECURITIES
During the financial year under review, the Company has not entered into any
transaction in relation to Loans, Guarantees and Investments under the provision of
Section 186 of the
Companies Act, 2013.
16. CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTY
During the year under review, Your Company has not entered into any contracts and
arrangements with related parties as mentioned under Section 188(1) of the Companies Act,
2013,
Further, During the year, the company had not entered into any contract or arrangement
with related parties which could be considered material (i.e. transactions
exceeding ten percent of the annual consolidated turnover as per the last audited
financial statements entered into individually or taken together with previous
transactions during the financial year) according to the policy of the Company on
materiality of Related Party Transactions.
Accordingly, there are no transactions that are required to be reported in form AOC-2.
However, you may refer to Related Party transactions, as per the Accounting Standards,
in the Notes to the Financial Statements attached herewith.
17. AUDITORS
A. STATUTORY AUDITORS
Pursuant to the provisions of section 139, 141 and other applicable provisions of
Companies Act, 2013, M/s PK. Lilha & Co, Chartered Accountants, Kolkata were appointed
as Statutory Auditors of the Company for a period of three years in the Annual General
Meeting held on 30/09/2014. However, as per the provision of section 139 of the Companies
Act, 2013, the appointment of auditors is required to be ratified by the members of the
Company at every Annual General Meeting.
Therefore, the Board of Directors of the Company seeks consent of the members of the
Company in the ensuing Annual General Meeting of the Company for the same.
AUDITORS REPORT
The Statutory Auditors of the Company for the financial statements of the Company for
year ended on 31st March,2016
has issued a Audit report with qualified opinion for some transactions of the Company ,
below mentioned are the clarification issued by the Board of Directors to the Auditors in
regard to their qualified opinion
1. During the year under review, Mr. Asoke Kumar Chatterjee one of the Independent
Director of the Company expired on 04.08.2015 and subsequently another Independent
Director Dr Ing Narpinder Kumar Gupta resigned on 23.11.2015. Thus the number of Directors
on the Board of the Company reduced to Two {2} Directors only, which is not a Competent
Board. Therefore, In this regard the Company has filed "Misc. Application" with
Honble BIFR seeking their approval to allow the Company to act with only two existing
Directors till the Company is in BIFR or per the order of Honable BIFR. Further Company
has also submitted that it will get review all the results as placed before two Directors
will be placed before the competent Board as and When Constituted.
2. Company has been facing financial crunch due to various reasons for the last two
years and due to financial problems faced by the Company, it has failed to pay principal
and interest due thereon to Banks / Financial Institutions on due dates, some of the
Bankers thereafter have issued notices under provisions of Securitization and
Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. Further
due to severe liquidity crunch faced by the Company, company has failed to get insurance
to its assets.
3. Majority of the Loan accounts of the Company has turned NPA, As per banking
regulations, banks are not charging any interest on NPA accounts hence the Company has not
accounted the interest on said accounts, but qualified the same by way of Notes to reflect
the present status.
4. Board of Directors submit that total strength of the employees of the Company has
been reduced by more than 90% from the peak number of employees; therefore company used
the estimation method for calculation for gratuity and leave encashment.
5. The company had provided Corporate Guarantee to the lenders for the borrowings by
its wholly owned foreign Sub sidiary Comp any, i. e. Ammalay Commodities JLT and has shown
in the contingent liabilities in the financial statements of the Company and in case the
lenders fail to recover the amount from subsidiary by realizing their assets, the Company
will make suitable provision for the liabilities towards the corporate guarantees.
6. As majority of the loan accounts of the Company has turned NPA, no such balance
confirmation and /or Bank Statement were provided by the banks to the Company, in absence
of which, the Company has not been in position to provide such statements to the Auditors.
7. The net worth of the company has been fully eroded and the Company filed a reference
in terms of the provisions of section 15(1) of SICA with the Board for Industrial and
Financial Reconstruction (BIFR) on 28th April, 2015 to study the reasons of Sickness and
determination of measures to be adopted for revival of the Company, which as accepted by
Honble BIFR vide its letter dated 3rd July, 2015 and same has been registered a case no.
85/2015 under the provisions of SICA. The revival and rehabilitation scheme for the
Company is under process which outlines the measures for the revival and rehabilitation
for continue the business of the Company as going concern.
B. SECRETARIAL AUDITORS
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 , Your Company has
appointed Mr. Astik Mani Tripathi, Practicing Company Secretary, Proprietor of M/s Astik
Tripathi and Associates to undertake the Secretarial Audit of the Company.
SECRETARIAL AUDIT REPORT
Secretarial Auditors of the Company, in their Audit report has
mentioned the following observations In this regard, Board of
Directors of the Company gave the following clarifications:
1. The Woman Director of the company has resigned from the Company during the Audit
Period, however company has not appointed the Women Director after that during the audit
period as per the provisions of section 149(1) of the Companies Act, 2013.
In this regard, Board clarified that during the year under review, Company has
appointed Ms. Anishrava Agrawal (DIN no. 00976083) as an Independent Non-Executive Woman
Director on the Board. However, due to some personal and unavoidable reasons, she was
unable to continue and tendered her resignation during the year under review. Since then,
Company is looking for the suitable candidates to fill the respective vacancy.
2. The company has not appointed Chief financial officer (CFO) during the audit period
as per the provisions of section 203(1) of the Companies Act, 2013 and rule 8 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
In this regard, Board clarified that the Company is in search of suitable candidate for
the post of Chief Financial Officer of the Company
3. The Company has still not filed DIR-12 of Mr. NK Gupta as DIR-11 has been filed
earlier for the purpose of resignation.
In this regard, Board clarified that due to resignation of Dr. ING N.K Gupta,
Independent Non-Executive Director of the Company, number of Directors on the Board falls
below the minimum statutory limit as prescribed under Companies Act, 2013 and therefore
the Company is unable to file E-form DIR-12 with ROC
The Secretarial Audit Report for the FY 2015-16 is annexed herewith as "Annexure
C".
18. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 134(5) of the Companies Act, 2013 , with respect
to Directors Responsibility Statement, it is hereby confirmed that:
In preparation of the annual accounts, the applicable accounting standards had
been followed along with the proper explanations relating to material departures.
The Directors have 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 the affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period.
The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act for
safeguarding the assets of the Company and for preventing and detecting the fraud and
other irregularities.
The Directors have prepared the annual accounts of the Company on a going
concern basis.
The Directors had laid down the internal financial control that is followed by
the company and these internal financial controls are adequate and were operating
effectively. Internal Financial controls means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business including adherence
to Companies policies, the safeguarding of it s assets, the prevention and detections of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of financial information.
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
19. PUBLIC DEPOSITS
During the year under review, your Company has not accepted or renewed any deposits
within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014.
20. LISTING AGREEMENT
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was
notified on September 2, 2015, with the aim to consolidate and streamline the provisions
of the Listing Agreement for different segments of capital markets to ensure better
enforceability. The said regulations were effective from December 1, 2015. Accordingly,
all listed entities were required to enter into the Listing Agreement within six months
from the effective date. The Company has entered into Listing Agreement with Bombay Stock
Exchange Ltd and the National Stock Exchange of India Ltd.
21. PARTICULARS OF EMPLOYEES
The information showing names and particulars of employees of the Company pursuant to
rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this report. However, In terms of Section 136 of the Act, the
Annual Report of the company are being sent to the members and others entitled thereto,
excluding the aforesaid information. The said information is available for inspection by
the members at the Registered office of the company during business hours on working days
of the company up to the date of ensuing Annual General Meeting. If any member is
interested in inspecting the same, such member may write to the company secretary in
advance.
The ratio of the remuneration of each director to the median employees
remuneration and other details in terms of subsection 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report as an "Annexure D. "
22. SHARE CAPITAL AUDIT
Pursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations,
2015 , certificates, on half-yearly basis, have been issued by a Company
Secretary-in-Practice for due compliance of share transfer formalities by the Company
A Company Secretary-in-Practice, on a quarterly basis, carried out a
Reconciliation of Share Capital Audit to reconcile the total admitted capital with NSDL
and CDSL and the total issued and listed capital. The audit confirms that the total
issued/paid up capital is in agreement with the aggregate of the total number of shares in
physical form and the total number of shares in dematerialized form (held with NSDL and
CDSL).
23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your company strives hard to take all measures to conserve energy and use the latest
technology. The particulars relating to energy conservation, technology absorption,
foreign exchange as required to be disclosed under section 134(3)(m) of the Companies
Act,2013 read with Rule 8(3) of the Companies (Accounts) Rule,2014 are annexed as an
Annexure E and forms part of this Report.
24. CORPORATE SOCIAL RESPONSIBILITY
Your Company continues its legacy of working towards betterment of the weaker section
and in its quest to serve the weaker section of the society pursued several initiatives
for different sections of society to foster the feeling of sharing and caring.
In accordance with the provisions of Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, Your Company has
already constituted Corporate Social Responsibility Committee and also has framed a CSR
policy in accordance to the Companies Act, 2013. Details of composition and working are
provided in the relevant section on the Corporate Governance Report..However Your Company
has suffered huge losses during last two years and as per the provisions of the Companies
Act, 2013, Your Company is not require to spent any amount towards corporate social
responsibility during the year under review.
25. EXTRACTS OF THE ANNUAL RETURN
Extract of Annual Return Pursuant to the Section 92(3) of the Companies Act, 2013 is
annexed to this report as "Annexure F"
26. ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial
Control system in the Company which should be adequate and shall operate effectively. Rule
8(5) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of
Internal Financial Controls with reference to the financial statements to be disclosed in
the Board's report.
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business including adherence to the companys policies,
safeguarding of its assets, the prevention and detection of the frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of the
reliable financial information
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the statutory and secretarial
auditors and external consultants, financial reporting by the statutory auditors, and the
reviews performed by management and the relevant board committees, including the audit
committee, the board is of the opinion that the Companys internal financial controls
were adequate and effective during FY 2015-16.
27. AWARDS AND RECOGNITION
During last Few years your Company have won many awards including the Global CSR
Excellence& Leadership Award endorsed by World CSR Congress and Asian Confederations
of Business for the best use of CSR practices in FMCG sector and was also been awarded the
Asia Best CSR Activity award endorsed by Asian Confederations of Business in 2012-13 and
during the year 2013-14 Raindrops, was awarded as No. 1 brands in Basmati rice category in
Asia by Ibrands 360.
28. ACKNOWLEDGMENT
The Board place on record their appreciation for the assistance and co-operation
received from various government authorities, stakeholders, bankers, vendors and members
during the year under review. Directors also wish to thank all the employees for their
contribution commitment, support and co-operation.
For and on behalf of Board of Directors
Sd/- |
Sd/- |
(Sandip Jhunjhunwala) |
(K. D. Ghosh) |
Chairman & Managing Director |
Director |
Place: Kolkata |
|
Date: 29th August, 2016 |
|
annexure - a to the director's report
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures PART A: SUBSIDIARIES
(Information in respect of each subsidiary to be presented with amounts in ' )
Sl.No. |
Particulars |
Details |
|
|
|
|
1. |
Name of the subsidiary |
Ammalay Commoditiess |
Ammalay International |
Holy Stars Ltd |
Auckland Holdings Ltd |
Orient Agro (M) Ltd |
|
|
JLT |
PTE Ltd |
|
|
|
2. |
Reporting period for the subsidiary concerned, if different from the holding companys
reporting period |
NA |
NA |
NA |
NA |
NA |
3. |
Reporting currency and |
Reporting |
Reporting |
Reporting |
Reporting |
Reporting |
|
Exchange rate as on the last date of the relevant Financial year in the case of
foreign subsidiaries |
Currency- USD |
Currency-USD |
Currency-USD |
Currency-USD |
Currency-USD |
|
|
Exchange Rate- 66.2491 |
Exchange Rate- 66.2491 |
Exchange Rate- 66.2491 |
Exchange Rate- 66.2491 |
Exchange Rate- 66.2491 |
4. |
Share capital |
3679669 |
671778139 |
176877488 |
52106796 |
62921236 |
5. |
Reserves & surplus |
- |
- |
- |
- |
- |
6. |
Total assets |
- |
- |
- |
- |
- |
7. |
Total Liabilities |
- |
- |
- |
- |
- |
8. |
Investments |
- |
- |
- |
- |
- |
9. |
Turnover |
- |
- |
- |
- |
- |
10. |
Profit before taxation |
-- |
- |
- |
- |
- |
11. |
Provision for taxation |
- |
- |
- |
- |
- |
12. |
Profit after taxation |
- |
- |
- |
- |
- |
13. |
Proposed Dividend |
-- |
- |
- |
- |
- |
14. |
% of shareholding |
100% |
100% |
100% |
100% |
100% |
Notes:
1. Names of subsidiaries which are yet to commence operations- NIL
2. Names of subsidiaries which have been liquidated or sold during the year- NIL
PART B: ASSOCIATES AND JOINT VENTURES
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate
Companies
Name of Associate |
Anagi Constructions Private Limited |
Varrsana Ispat Limited |
1. Latest audited Balance Sheet Date |
25.08.2015 |
29.07.2016 |
2. Shares of Associate held by the Company on the year end |
|
|
No. |
1569336 |
12110242 |
Amount of Investment in Associates |
173,599,948 |
2,712,448,160 |
Extend of Holding% |
47.41% |
48.74% |
3. Description of how there is significant influence |
Holding of shares more than 20% of the total share capital of the
associate company |
Holding of shares more than 20% of the total share capital of the
associate company |
4. Reason why the associate is not consolidated |
- |
- |
5. Net worth attributable to shareholding as per latest audited Balance Sheet |
314,255,328 |
1,32,11,57,442 |
6. Profit/Loss for the year |
(180,840) |
(1,725,276,155) |
i. Considered in Consolidation |
- |
- |
ii. Not Considered in Consolidation |
- |
- |
Names of associates or joint ventures which are yet to commence operations.-NIL
2. Names of associates or joint ventures which have been liquidated or sold during the
year.- NIL
|
For and on behalf of Board of Directors |
|
Sd/- |
Sd/- |
Place: Kolkata |
(Sandip Jhunjhunwala) |
(K. D. Ghosh) |
Date: 29th August, 2016 |
Chairman & Managing Director |
Director |
annexure - b to the director's report
Nomination and Remuneration Policy (Disclosure Pursuant to the provisions of section
134(2) and section 178 of the Companies Act, 2013) Pursuant to the provisions of Section
178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of
Directors of "REI AGRO LIMITED" has constituted the Nomination and Remuneration
Committee
Objective
The Key Objectives of the Committee would be:
a) To guide the Board in relation to appointment and removal of Directors, Key
Managerial Personnel and Senior Management.
b) To evaluate the performance of the members of the Board and provide necessary report
to the Board for further evaluation.
c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial
Personnel and Senior Management.
Scope
This policy is applicable to Directors, senior management including key managerial
personnel (KMP)
Role of the Committee
The role of the Committee inter alia will be the following:
a) To formulate a criteria for determining qualifications, positive attributes and
independence of a Director.
b) To formulate criteria for evaluation of performance of Independent Directors and the
Board.
c) To identify persons who are qualified to become Directors and who may be appointed
in Senior Management in accordance with the criteria laid down in this policy.
d) To recommend to the Board the appointment and removal of Directors and Senior
Management.
e) To recommend to the Board policy relating to remuneration for Directors, Key
Managerial Personnel and Senior Management.
f) To perform such other functions as may be necessary or appropriate for the
performance of its duties.
Policy for appointment of Director, KMP and Senior Management
a) The Committee shall identify and ascertain the integrity, qualification, expertise
and experience of the person for appointment as Director, KMP or at Senior Management
level and recommend to the Board his / her appointment.
b) A person should possess adequate qualification, expertise and experience for the
position he / she is considered for appointment. The Committee has discretion to decide
whether qualification, expertise and experience possessed by a person is sufficient /
satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Managing
Director/Whole-time Director who has attained the age of seventy years. Provided that the
term of the person holding these positions may be extended beyond the age of seventy years
with the approval of shareholders by passing a special resolution based on the explanatory
statement annexed to the notice for such motion indicating the justification for extension
of appointment beyond seventy years.
d) A whole time KMP of the company shall not hold office in more than one company
except in its subsidiary company at the same time. However, a whole time KMP can be
appointed as a director of any company, with the permission of the board of the company.
e) Person proposes to be appointed as the independent director shall qualify the
criteria specified under the provisions of the Companies Act, 2013 and the Listing
Agreement.
Evaluation
The Committee shall carry out evaluation of performance of every Director, KMP and
Senior Management Personnel at regular
interval (yearly).
Policy relating to the Remuneration for the Directors, KMP and Senior Management
Personnel
a) The remuneration / compensation / commission etc. to the Directors, KMP and Senior
Management Personnel will be determined by the Committee and recommended to the Board for
approval. The remuneration / compensation / commission etc. shall be subject to the
prior/post approval of the shareholders of the Company and Central Government, wherever
required.
b) The remuneration and commission to be paid to the Managing Director/ Whole time
director shall be in accordance with the provisions of the Companies Act 2013, and the
rules framed thereunder from time to time.
c) Increments to the existing remuneration/ compensation structure may be recommended
by the Committee to the Board which should be within the slabs approved by the
shareholders in the case of managing and whole time directors.
d) Remuneration payable to the independent and non-executing directors of the company
shall be in accordance with the provisions of the Companies Act, 2013 and the Listing
Agreement
Miscellaneous
This policy shall be updated from time to time, by the Company in accordance with the
amendments, if any, to the Companies Act,
2013, rules made thereunder, Listing Agreement or any other applicable enactment for
the time being in force.
For and on behalf of Board of Directors
|
Sd/- |
Sd/- |
Place: Kolkata |
(Sandip Jhunjhunwala) |
(K. D. Ghosh) |
Date: 29th August, 2016 |
Chairman & Managing Director |
Director |
annexure - c to the director's report
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
REI Agro Limited
Everest House -46C,
Chowringhee Road,
Kolkata-700071
Date of Incorporation: 14/09/1994
Authorized Share Capital: 2,000,000,000.00
Paid up Share Capital: 1,357,984,954.00
We have conducted the secretarial audit of the compliance of applicable statutory
provisions REI Agro Limited hereinafter referred to as ("the
company).Secretarial Audit was conducted in a manner that provided us a reasonable
basis for evaluating the corporate conducts/statutory compliances and expressing my
opinion thereon.
Based on our verification ( documents furnished before us ) of the REI Agro Limited
books, papers, minute books, forms and returns filed and other records maintained by the
company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, We hereby report that
in our opinion, the company has, during the audit period covering the financial year ended
on 31st Day of March, 2016 (Audit Period) complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes except
appointment of CFO , women Director and compliance- mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter:
As important documents of the company has been taken by the authorities We have
examined the available books, papers, minute books, forms and returns filed and other
records maintained by REI Agro Limited (The Company) for the financial year ended on
31st Day of March, 2016 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules
made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(Applicable to the company during the audit period and company complied with the same)
iv Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder
to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings; (Not applicable to the company during the audit period)The
following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (SEBI Acf): -(Not applicable to the company during the audit period)
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
f. The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009; and
h. The Securities and Exchange Board of India (Buyback ofSecurities) Regulations, 1998;
We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India.
( Applicable to the company during the audit period) as per the confirmation given by
the management as minutes of company is taken over by the authorities.
ii. The Listing Agreements entered into by the Company with Stock Exchange(s), if
applicable; (Applicable to the company during the audit period)
iii. During the period under review the Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the
following observations:
1. The Woman Director of the company has resigned from the Company during the Audit
Period, however company has not appointed the Women Director after that during the audit
period as per the provisions of section 149(1) of the Companies Act, 2013.
2. The company has not appointed Chief financial officer (CFO) during the audit period
as per the provisions of section 203(1) of the Companies Act, 2013 and rule 8 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
3. The Company has still not filed DIR-12 of Mr. NK Gupta as DIR-11 has been filed
earlier for the purpose of resignation.
We further report that
As per the information furnished before us, the Board of Directors of the Company is
duly constituted with proper balance of Executive Directors and Non-Executive Directors,
Including appointment of Independent Directors. The changes in the composition of the
Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
As per the information furnished before us, adequate notice is given to all directors
to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance, and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation
at the meeting.
Majority decision is carried through while the dissenting members views are
captured and recorded as part of the minutes.
We further report that subject to the availability of the documents there are adequate
systems and processes in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
|
AstikTripathi and Associates |
|
Astik Mani Tripathi |
|
sd/- |
|
Proprietor |
Place: New Delhi |
FCS No. 8670 |
Date: 20.08.2016 |
C P No.: 10384 |
This report is to be read with my letter of even date which is annexed as Annexure A
and forms an integral part of this report.
ANNEXURE- A
To,
The Members,
REI Agro Limited
Everest House -46C, Chowringhee Road, Kolkata-700071
My report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these secretarial records based on
our audit.
2. We have followed the audit practices and process as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records. The
verification was done on test basis to ensure that correct facts are reflected in
Secretarial records. We believe that the process and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and
Books of Accounts of the Company.
4. Where ever required, we have obtained the management representations about the
compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of provisions of corporate and other applicable laws, rules,
regulations, standards is the responsibility of the management. Our examination was
limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability nor
of the efficacy of the effectiveness with which the management has conducted the affairs
of the Company.
|
AstikTripathi and Associates |
|
Astik Mani Tripathi |
|
sd/- |
|
Proprietor |
Place: New Delhi |
FCS No. 8670 |
Date: 20.08.2016 |
C P No.: 10384 |
annexure - d to the director's report
The ratio of the remuneration of each director to the median employees
remuneration and other details in terms of sub-section 12 of Section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
1. The ratio of the remuneration of each director to the median remuneration of the
employees for the Financial Year 32:1
2. The percentage increase in the remuneration of each director or KMP in the FY
During the year under review, no increment in the remuneration of Directors or KMP has
been made by the Company
3. The percentage increase in the median remuneration of employees in the FY
During the year under review, no increment in the remuneration of employees has been
made by the Company.
4. The number of permanent employees on the rolls of the Company There were 104
permanent employees on the rolls as on 31st March, 2016
5. The explanation on the relationship between average increase in the remuneration and
the Company performance.
Not Applicable, as there is no increment in the remuneration.
6. Comparison of the remuneration of the KMP against the performance of the Company
During the year under review, no increment in the remuneration of KMP has been made by
the Company as the Company is facing losses during last few Quarters.
7. Variation in the Market Capitalisation of the Company , price earning ratio as at
the closing date of the current financial year and previous financial year and percentage
increase over decrease in the market quotations of the shares of the Company in comparison
to the rate at which the Company came out with the last public offer in case of listed
companies.
During the year under review, total of the net worth of the Company was eroded due to
losses, share prices of the Company were all-time at low level.
8. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration.
Your Company is suffering from losses from last few quarters, therefore there was no
increment in the remuneration of any of the employee including the Directors or KMP of the
Company.
9. Justification of increase in managerial remuneration with that of increase in
remuneration of other employees Not Applicable, as there is no increment in the
remuneration.
10. Key parameters for any variable component of remuneration availed by the directors
The Remuneration & Perquisites of the Managing Director were approved by the
members. Further the Non Executive and Independent Directors are getting only sitting fees
for attending Board & Committee Meetings.
11. Ratio of remuneration of highest paid director to other employees who gets
remuneration more than highest paid directors.
During the year under review, there were no employees in the Company who are getting
remuneration more than that of the Directors.
12. Affirmation that the remuneration is as per the policy of the Company
The remuneration paid to the employees is as per the remuneration policy of the
Company.
For and on behalf of Board of Directors
|
Sd/- |
Sd/- |
Place: Kolkata |
(Sandip Jhunjhunwala) |
(K. D. Ghosh) |
Date: 29th August, 2016 |
Chairman & Managing Director |
Director |
annexure - e
to the director's report
Information As Required Under Section 134(3)(m) of The Companies Act,2013 Read With
Rule 8 of the Companies(Accounts)Rules, 2014 for the year ended 31st March, 2016 .
A. CONSERVATION OF ENERGY
I. The Steps Taken or Impact on Conservation of Energy
Energy conservation and optimum utilization of energy is a priority concern for the
Company. Company has always emphasized on conservation of energy through better control
and hi- tech monitoring, Company has installed energy saving features at the manufacturing
facilities by which the user saves the power consumption to a considerable extent. Regular
testing and maintenance of boiler feed pumps, ID pumps, reduces the energy consumption.
Husk based power generation plant helped the Company to reduce power procured from the
national grid.
II. The Steps Taken by the Company for utilizing alternate sources of Energy
During the year, Your Company has not taken any steps for utilizing alternate sources
of energy. However the Company has been regularly using the husk based captive power plant
established in the processing unit of the Company and the wind farms for power generation
in the states of Rajasthan, Maharashtra, Tamil Nadu and Gujarat with a total installed
capacity of 46.1 mw continue to generate power which is sold to state electricity Boards.
III. The Capital Investment on Energy Conservation Equipments
During the year, Your Company has not made any Capital Investment on Energy
Conservation Equipments.
B. TECHNOLOGY ABSORPTION
i. The Efforts made towards technology absorption. - During the year under review no
new technology is absorbed/used by the Company.
ii. The benefits derived like product improvement, cost reduction, product development
or import substitution. -Product improvement leads to product innovation and increase in
market share.
iii. In case of Imported Technology (imported during the last three years reckoned from
the beginning of the financial year). -During the last three financial years , Your
Company has not imported any technology.
iv Expenditure incurred on Research and Development. No further expenses were incurred
on Research and Development.
a. Company has given emphasis to research and development in order to deliver healthy
and quality products. Quality Assurance Department (QA) always focused on providing
products having superior aroma, enhancement of health and nutritional benefits to the
consumers.
Company is using Bio- pesticides for insect killings, use of these bio-pesticides, in
rice aging process reduces the health hazards which were earlier linked to use of toxic
pesticides.
b. Benefits derived as a result of the above efforts:
Collective efforts of the R& D team and QA has increased to quality of the rice and
grain size which leads to higher yields. Use of latest technology and comprehensive
maintenance programmes reduces the energy costs and decrease the percentage of broken rice
during the process.
c. Future plan of action:
Company has taken several measures to strengthen and develop and well equipped in-house
R & D mechanism at the manufacturing unit facilities and testing laboratories.
Expenditure on R & D
Sl.No. |
Particulars |
2015-16 |
2014-15 |
a. |
Capital |
NIL |
NIL |
b. |
Recurring |
NIL |
NIL |
c. |
Total |
NIL |
NIL |
d. |
Total R & D |
NIL |
NIL |
|
Expenditure as %of total Turnover |
|
|
Foreign exchange earnings and outgo:
A. Details regarding the exports are explained in relevant section of the Financial
Statements of the Company.
B. Total foreign exchange earned and used:
(Rs. in Lacs)
S.no |
Particulars |
Amount |
1 |
Foreign exchange earned |
NIL |
|
(Export of goods and interest earned) |
|
2 |
Foreign exchange outgo |
NIL |
3 |
Net foreign exchange earned |
NIL |
For and on behalf of Board of Directors
|
Sd/- |
Sd/- |
Place: Kolkata |
(Sandip Jhunjhunwala) |
(K. D. Ghosh) |
Date: 29th August, 2016 |
Chairman & Managing Director |
Director |
|