| The Directors present the 25th Annual Report together with the Audited
Statement of Accounts (Standalone) for the year ended 31st March, 2010.
As you are aware about the difficulties faced by the Company arising
out of an acute financial crunch to legal actions of creditors
including a winding up order passed against the Company and the
subsequent Composite Scheme of Arrangement filed in the Honble Bombay
High Court, we are at presently only adopting the standalone results of
your Company for the approval of the members.
We are providing true and fair picture of the Company before you and at
this juncture only standalone figures are available since the
subsidiaries of the Company have also experienced similar problems of a
financial and while they carry out the due compliances, the management
has taken a view of presenting the standalone results only.
Furthermore, the views expressed by the Company Management and its
Directors are purely based on the standalone figures only.
FINANCIAL RESULTS: (Standalone)
Year ended Year ended
PARTICULARS 31.3.2010 31.3.2009
(Rs.) (Rs.)
Sales & other income including
increase in
Finished Goods & Work in Progress 31,07,15,165 1,52,91,12,283
Loss before Interest and Depreciation (37,04,44,749) (27,12,80,395)
Interest 46,53,01,350 33,30,87,677
Depreciation 2,71,17,629 4,80,58,232
Exceptional Item 1,36,99,32,889 -
Profit / (Loss) for the year (2,23,27,96,617) (65,24,26,304)
Less :
Provision for Taxation - 1,13,17,835
Deferred Tax Adjustments - (5,67,44,374)
Net Profit / (Loss ) After Tax (2,23,27,96,617) (60,69,99,765)
Less: Transfer to Debenture
Redemption Reserve - -
Less: Minority Interest and Transfer
to capital reserve - -
Add: Balance brought forward from
Previous year (8,94,64,794) 52,50,00,000
Less: Prior Period Expenses - 74,36,583
Less: Prior period short provision
for Tax 98,69,319 28,446
Balance Available for appropriation (2,33,21,30,730) (8,94,64,794)
Appropriations:_
Proposed Dividend on Equity Shares - -
Tax on Dividend - -
Transfer to General Reserve - -
Balance Carried to the Balance Sheet (2,33,21,30,730) (8,94,64,794)
FINANCIAL PERFORMANCE :
During the year under review, the Company has suffered heavy losses.
Sales throughout the year were at a bare minimum in the absence of any
working capital in the business which affected the basic ability of
your Company to convert raw materials to work-in-progress to finished
goods to debtors and, ultimately, into cash. Given the widespread
negative publicity in leading publications and other media, the problem
was only exasperated with falling share prices and low to negative
confidence amongst the trade suppliers and buyers. Although the Company
has managed to significantly cut costs to sustain a bare minimum level
of operations, costs such as interest continue to be heavy for a
majority of the financial year as well as the burden of maintaining the
high level of inventory is also reflected in the other expenses.
While the reasons for the drastic reduction in performance levels of
your Company are multiple and the list of problems faced by the Company
being numerous, the Management is taking steps to regain and revive
your Company to its original position as the leading wine producer of
India. The Directors of your Company assure you about the Companys
bright future ahead and are hopeful in achieving subsequent
improvements in the overall performance of the Company in years to
come.
DIVIDEND:
The Company follows the policy of paying stable dividend linked to
consistent performance, while at the same time keeping in view the need
to finance the growth plans through internal accruals This will
eventually lead to increased shareholder value and higher returns.
However, for the year ended 31st March, 2010, the Board of Directors
has not recommended a dividend due to heavy losses suffered by the
Company.
SUBSIDIARIES:
To complement and strengthen the products and the entire supply chain
in order to meet customer expectations globally, your Company
implemented an acquisitive growth policy during the year under review
on the International front. This strategy has further enhanced the
inherent strengths of your Company. However, since some of the
acquisitions were made very close to the global financial meltdown and
the subsequent inability of your Company to raise funds overseas in
order to meet with the working capital needs of the newly acquired
businesses, the businesses acquired remain in a fragile condition.
As on 31st March, 2010, your Company has the following Subsidiaries :
1) Seabuckthorn Indage Ltd., India (522.63% shareholding).
2) Indage Holdings Ltd., U.K, (Wholly Owned)
3) Thachi Wines Pty Ltd., Australia (100% Step Down Subsidiary)
The Company had one more subsidiary Indage (UK.) Ltd., UK. (100% Step
Down Subsidiary) as on 31st March, 2009. Although the UK subsidiary had
high hopes for success, the business suffered due to a lack of working
capital and, compounded by the negative publicity in India, most
overseas trade partners declined to work with the newly acquired
business and the creditors preferred to wind up and liquidate the
business despite a creditors voluntary arrangement ( CVA) being filed
and approved by the Company and its creditors. Therefore, the
investment in the said subsidiary has been, unfortunately, written off
by the Company during the year under consideration.
As mentioned above, the Company is unable to present the Consolidated
Audited Accounts in this Annual General Meeting due to non -
finalization of the accounts of all its subsidiaries. However, the
Company is taking various steps to finalize the accounts of the
subsidiaries and shall present the Consolidated Accounts at the
earliest.
The Company has also made an application to the Registrar of Companies
vide e- Form 23AAB on 07th August, 2010 in order to claim exemption
from attaching the documents of subsidiaries as specified under Section
212(1) of the Companies Act, 1956. The approval regarding the same is
still not received from the Ministry of Corporate Affairs, Government
of India.
FUTURE PROSPECTS :
The Company is in process of finalization of the Composite Scheme of
Arrangement and Compromise with Industrial Agencies Indage Private
Limited (IAIPL).
A Court Convened Meeting of all categories of stakeholders of the
Company i.e. Equity Shareholders, Secured Lenders, Preference Share
Applicants, Unsecured Lenders, Fixed Deposit Holders, Other Creditors
was held on 16* September, 2010. The said scheme was passed with
requisite majority.
The Company at present is awaiting a positive outcome from the
Divisional Bench of Honble Bombay High Court in the matter of
Composite Scheme of Arrangement between the Company and Industrial
Agencies Indage Private Limited is being heard by the Honble Court.
Despite the difficulties faced by the Company, the assets of the
business have been maintained to a very high standard and the stocks
are well preserved. The market for wine in India will continue to grow
as the alcoholic beverage industry matures in size and trends. Your
Companys brands still remain in demand and, if the challenges to
supply and restart the business are addressed, the Management of your
Company has no doubts of the vast future potential of the business and
return to healthy profits.
DIRECTORS:
Mr. Arun B Shah, Director is retiring by rotation at the ensuing Annual
General Meeting and being eligible offer himself for re-appointment. In
terms of Clause 49 of the Listing Agreement with BSE, the details of
this Director is given in the accompanying Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors confirm that :
1) In preparation of Annual Accounts the applicable accounting
standards have been followed along with proper explanation and that no
material departures have been made from the same.
2) Accounting policies selected & applied are on a consistent basis &
judgments and estimates made are reasonable & prudent so as to give a
true & fair view of the state of affairs of the Company at the end of
the financial year and of the Profit & Loss of the Company for that
period.
3) Sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities.
4) Annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
Your Company has complied with the mandatory provisions of Corporate
Governance stipulated under Clause 49 of the Listing agreement (as
amended). The Management Discussion & Analysis, - Report on Corporate
Governance and Certificate from the Auditors of the Company certifying
compliance of conditions of Corporate Governance are annexed herewith
and forms part of this Annual Report.
Your Company has also laid down a Code of Conduct for its Board Members
and Senior Management Personnel. All the Directors and the Senior
Management Personnel have affirmed compliance with the said Code of
Conduct.
However, due to the numerous problems faced by the Company and
significant reduction in management bandwidth, the management has not
performed any internal audits of its operations during the year under
review but is hopeful for completing the same at the earliest.
FIXED DEPOSIT :
Out of the total 1576 deposits of Rs 4,18,17,000/- from the public as
at 31st March, 2010, 24 (Twenty Four) deposits amounting to
Rs.3,90,000/-were matured but not claimed. Subsequently, 5 (Five)
matured deposits were claimed and paid amounting to Rs. 60,000/- in
aggregate.
EMPLOYEE STOCK OPTION / PURCHASE SCHEME (ESOS) :
Your Company has introduced an Employee Stock Option Scheme and
Employee Stock Purchase Scheme - 2005. However, no grants have been
made thereunder during the financial year.
AUDITORS :
M/s Sorab S. Engineer & Co. Chartered Accountants, retire as Auditors
at the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment. The members are requested to appoint the
Auditors and fix their remuneration.
PARTICULARS OF EMPLOYEES :
During the financial year, your Company has not employed any employee
whose particulars are required to be disclosed in this report pursuant
to Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) (Amendment) Rules, 2000.
CONSERVATION OF ENERGY:
The Company has constantly made efforts to prevent and reduce excessive
energy consumption by making use energy efficient technology and
equipments. The Company is also aware of importance of conservation of
energy and has taken serious steps in this regards.
RESEARCH & DEVELOPMENT:
Your Company has set up modern microbiological testing facilities to
ensure quality control. During the year under review your Company has
maintained a system and procedure to qualify for certification under
ISO 9001 / HACCP,
TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION :
Your Company has already adopted the latest techniques in winemaking
and production and, therefore, no new technology has been adopted
during the year.
FOREIGN EXCHANGE EARNINGS & OUTGO :
PARTICULARS Year ended 31.3.2010 Year ended 31.3.2009
(Rs.) (Rs.)
Foreign Exchange
(i) Earnings 4,96,59,470 10,06,95.029
(ii) Outgo 4,68,11,312 3,14,05,169
ACKNOWLEDGEMENTS & APPRECIATION
Your Directors are thankful and are obliged by the continuous faith and
support it has received over such a long period of time from various
authorities including Banks and Government Authorities and also from
shareholders including all categories of persons associated with the
Company. The Company also acknowledges its deep appreciation of all
its industry partners, buyers and suppliers who have kept faith in the
revival of the business and provided timely support.
Your Directors are delighted to express their gratitude towards the
long lasting support the employees have given and are extremely
thankful for the same.
For and on behalf of the Board
Sd/-
Place:Mumbai S. G. Chougule
Date : 14th February, 2011 Chairman
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