| Dear Members,
The Directors have pleasure in presenting the 30th Annual Report of the
Company together with audited Annual Accounts for the year ended 31st
March 2014.
Financial results
(Rs. in lakhs)
Consolidated
Particulars Year ended
31-03-2014 31-03-2013
Total income 2227.21 1783.60
Operating profit before interest,
depreciation and tax 74.92 181.36
Interest and financial charges 70.34 105.47
Depreciation 60.80 53.57
Profit before taxation (56.22) 22.32
Provisions for taxation 33.39 20.39
Profit/(Loss) after taxation (89.61) 42.72
Transfer to General Reserves - -
Provision for dividend - -
Provision for dividend tax - -
Balance carried to Balance Sheet (89.61) 42.72
(Rs. in lakhs)
Standalone
Particulars Year ended
31-03-2014 31-03-2013
Total income 72.44 110.35
Operating profit before interest,
depreciation and tax (09.91) 72.91
Interest and financial charges 17.43 56.85
Depreciation 12.51 12.50
Profit before taxation (39.85) 3.56
Provisions for taxation 32.42 33.94
Profit/(Loss) after taxation (72.27) 37.50
Transfer to General Reserves - -
Provision for dividend - -
Provision for dividend tax - -
Balance carried to Balance Sheet (72.27) 37.50
RESULTS OF OPERATIONS
Your Company is planning to expand into Dairy Products, Snack Food, and
Beverages Segment, in addition to Bakery Products, so as to complement
the retail sale. Your Company is strengthening its retail presence by
doubling the outlets in the next 24 months.
OUTLOOK
The Company will strive to have a strong presence in the area of Food
Processing. Efforts will be taken to adopt innovative manufacturing and
marketing practices by enhancing the product value
SHARE CAPITAL
The paid-up Share Capital of your Company stands at Rs. 4,00,00,000/-
(Rupees Four Crore only) as on 31st March, 2014.
SUBSIDIARIES
We have one subsidiary Company i.e. M/s. Sai Aditya Foods and Retail
Private Limited. As per Section 212 of the Companies Act, 1956, we are
required to attach the Directors' Report, Balance Sheet and Profit and
Loss Account of our subsidiaries. The Ministry of Corporate Affairs,
Government of India vide its circular no. 2/2011 dated February 8, 2011
has provided and exemption to Companies from complying with Section
212, provided such Companies publish the audited consolidated financial
statements in the Annual Report. Accordingly, the Annual Report 2013-14
does not contain the financial statements of your subsidiaries. The
audited annual accounts and related information of our subsidiaries,
where applicable, will be made available upon request. These documents
will also be available for inspection during business hours at our
registered office.
The statement pursuant to Section 212 of the Company's Act, 1956 and as
per Accounting Standard - 21, containing details of subsidiary of the
Company M/s. Sai Aditya Foods and Retail Private Limited forms part of
the Annual Report.
OPERATIONS AND FUTURE PLANS
The Company could carry normal activities during the financial year
under consideration. As your are aware of that the Company has acquired
a profit making unit in the food industry as a subsidiary company. To
serve the shareholders in the long run on a consistent basis, now the
Company has started the merger procedure with the subsidiary company.
FUTURE OUTLOOK
A note on the future outlook of our Company is presented under
Management Discussion and Analysis which forms part of this report.
DEPOSITS
The Company has not accepted any public deposits within the meaning of
Section 58A and 58AA of the Companies Act, 1956, and the Companies
(Acceptance of Deposit) Rules, 1975and, as such; no amount on account
of principal or interest on public deposits was outstanding as on the
date of the Balance Sheet.
DIRECTORS:
In accordance with the provisions of Section 255 & 256 the Companies
Act, 1956 and the Articles of Association of the Company, Sri R.
Ravichandran, shall retire by rotation and being eligible offers
himself for re-appointment.
As per the provisions of section 149 of the Companies Act, 2013,
Independent Directors of the Company are not liable to retire by
rotation and the Board proposes to appoint the Independent Directors
for a period of five years as per the said provisions.
CHANGE OF NAME OF THE COMPANY:
The Directors trust that the change of the Name will be beneficial to
the company and recommended to obtain the consent of members by way of
Special Resolution(s). The Board of Directors of the Company has
approved the resolution for change of name of the Company on 24th
March, 2014 and ROC has reserved the name 'ANJANI FOODS LIMITED' vide
letter dated 23rd July 2014, under Section 4 of the Companies Act,
2013. A resolution in this context is included in the Notice of the
Annual General meeting. Under Section 18 of the Companies Act, 1956,
the Company has already altered the object clause of the Memorandum of
Association of the Company on 2nd February 2013, by way of postal
ballot and registered with Registrar of Companies, Hyderabad on 18th
day of March, 2013.
GREEN INITIATIVE WITH RESPECT TO CORPORATE GOVERNANCE:
As per the provisions of Rule 11 of Chapter 9 (Companies (Accounts)
Rules, 2014 and other applicable provisions of the Companies Act 2013
members those who are having their e-mail ID's registered and who hold
shares in Dematerialized Form soft copies of the 30th Annual Report of
the Company shall be sent by e-mail. Physical copies shall be sent to
those investors who are not having their e-mail ID's registered and to
those who hold shares in physical form. A copy of the 30th Annual
Report shall be sent by post to those members who make a specific
request for physical copy. Hence members are requested to send their
email-ID's to the Registrar and Share Transfer Agent / to the Company
for proper correspondence.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis of financial condition including
the results of operations of the Company for the year under review as
required under clause 49 of the listing agreement with the stock
exchanges, is given as a separate statement in the Annual Report.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year, under reference in terms of
Clause 32 of the Listing Agreement entered by the Company with the
Stock Exchanges, is annexed hereto.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS - 21 on Consolidated
Financial Statements read with Accounting Standard AS - 23 on
Accounting for Investment in Associates and with reference in terms of
Clause 32 and 41 of the Listing Agreement, your Directors provide the
Audited Consolidated Financial Statements in the Annual Report
The Auditors' Report to the Board of Directors does not contain any
qualifications.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors accepts responsibility for integrity and
objectivity of the financial statements. The Board has taken proper and
sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956. Pursuant to
the requirement under Section 217 (2AA) of the Companies Act, 1956,
with respect to Director's responsibility statement, it is hereby
confirmed:
1. That in the preparation of the accounts for the year ended 31st
March, 2014 the applicable accounting standards have been followed.
2. That such accounting policies have been selected and applied
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the financial year ended 31st March, 2014 and of the loss of
the Company for that year.
3. The proper and sufficient care has been taken 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.
4. That the annual accounts for the year ended 31st March 2014, have
been prepared on a going concern basis.
CORPORATE GOVERNANCE
We continue to be a pioneer in benchmarking our corporate governance
policies with the best in the world. Our efforts are widely recognized
by the investors. We have documented our internal policies on corporate
governance in line with the committee's recommendations. Our code of
conduct was updated to make it relevant and responsive to the changing
needs of our business. A separate section of Corporate Governance and a
Certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges, forms part of this Report.
AUDITORS:
M/s. Bhaskara Rao & Co., Chartered Accountants, who are the Auditors of
the Company, retire at the close of the ensuing Annual General Meeting
and being eligible offer them-selves for re-appointment. The Company
has received a certificate from them to the effect that their re -
appointment, if made, would be within the limits prescribed under
Section 224(1) of the Companies Act, 1956 and in accordance with
Section 139 read with Section 141 of the Companies Act, 2013.
The notes to the accounts referred to in the Auditor's Report are self
- explanatory and do not call for any further comments.
PARTICULARS OF EMPLOYEES:
There are no employees in the organization coming under the provisions
of section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of employees) Rules, 1975 as amended.
PERSONNEL
Employees are our vital and most valuable assets. We have created a
favorable work environment that encourages innovation and meritocracy.
The relationship between the management and staff was very cordial
throughout the year under review. Your directors take the opportunity
to record their appreciation for the co operation and loyal services
rendered by the employees.
COMPLIANCE CERTIFICATE
The Company has obtained a compliance certificate in accordance with
the provisions of Section 383A of the Companies Act, 1956. The
certificate is attached there to.
The Company is in the process of identifying a suitable candidate for
appointing as a Company Secretary as one of the Key Managerial
Personnel under Section 203 of the Companies Act, 2013.
COMPANIES (DISCLOSURE OR PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988.
A. Conservation of Energy (a to d) : Not Applicable
B. Technology absorption (e) : Not Applicable
C. Foreign Exchange Earnings and outgo
f) Activities relating to exports : Not Applicable
g) Total Foreign exchange used and
Earned foreign exchange outgo : Nil
ACKNOWLEDGEMENTS
We place on record our appreciation of the contribution made by our
employees at all levels. Our consistent growth was made possible by
their hard work, solidarity, cooperation and support. The Board of
Directors thanks the Company's customers, vendors, investors, business
associates, bankers and academic institutions for their support to the
Company.
The Directors also thank the Government of India, the concerned State
Governments, Government Departments and Governmental Agencies for their
co-operation.
The Directors appreciate and value the contributions made by every
member of the Company across the world.
The Directors wish to place on record their sincere appreciation of the
dedicated services rendered by all the employees of the Company.
By order of the Board
Place : Hyderabad K.V. Vishnu Raju
Date : 29th May 2014 Chairman |