| Dear members,
The Directors hereby present the 22nd Annual Report and Accounts of
the Company for the year ended 31st March, 2014.
FINANCIAL RESULTS: (Rs.in Lakhs)
Year Ended Year Ended
31.03.2014 31.03.2013
1) Sales, Other Income & Exceptional items 230.96 265.19
2) Profit before Depreciation 33.59 132.65
3) Depreciation 26.52 30.86
4) Profit after Financial Charges 7.07 101.79
and Depreciation
DISCUSSION ON FINANCIAL PERFORMANCE:
During the year under consideration the Company got a profit of
Rs.33.59 Lakhs before interest and depreciation as against profit of
Rs.132.65 Lakhs during the previous year, which includes lease income
and lease income is the major source of revenue to the Company.
OUT LOOK:
Your Company is concentrating on leasing out the bottling plants
wherever opportunities are available.
DIRECTORS:
In view of new legislative changes, we have received proposals from the
shareholders for reappointment of Sri P V Subba Rao, Sri Y S Sarma and
Smt.Mangal Rathi non executive directors as Independent directors of
the Company in the ensuing Annual General meeting in accordance with
Section 149 of the Companies Act, 2013 and clause 49 of the listing
agreement for a period of five years. The profiles of the reappointed
directors are mentioned elsewhere in the report.
Mr.Rajiv Kabra is retiring at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment as Director, liable
to retire by rotation.
AUDITORS:
Messers Brahmayya & Co., Chartered Accountants, Auditors of the
company, retire at the conclusion of the Annual General Meeting and
being eligible, offers themselves for reappointment. The Company has
received a certificate from them to the effect that the appointment, if
made, would be within the limits prescribed under Section 224(1-B) of
the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SEC 217 (2AA) OF
COMPANIES ACT 1956:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
i) That in the preparation of the accounts for the financial year ended
31st March 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the
profit of the Company for the year under review;
iii) That the Directors have 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;
iv) That the Directors have prepared the accounts for the financial
year ended 31st March, 2014 on a going concern basis despite
accumulated losses, erosion of net worth, excess of current liabilities
over current assets and uncertainty associated with the operations of
the Company.
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 Directors) Rules, 1988 information relating to conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and outgo
is given in Annexure to the extent applicable and forms part of this
report.
DISCLOSURES AS PER LISTING AGREEMENT:
Cash Flow Statement: In compliance of clause 32 of the Listing
Agreement, the Cash Flow Statement prepared in accordance with the
requirements prescribed by SEBI is appended to this Annual Report.
CORPORATE GOVERNANCE:
Pursuant to clause 49 to the Listing Agreement with Stock Exchanges, a
separate section titled "CORPORATE GOVERNANCE" has been attached to
this Annual Report. A Certificate from the Practicing Company Secretary
of the Company regarding compliance of conditions of Corporate
Governance stipulated in the Listing Agreement with Stock Exchanges,
are annexed to and form part of the Annual Report.
PARTICULARS OF EMPLOYEES:
There are no employees who attract Section 217(2A) of the Companies
Act, 1956 and therefore the particulars were not given.
INFORMATION & EXPLANATION IN RESPECT OF QUALIFICATION / RESERVATION OR
ADVERSE REMARKS CONTAINED IN INDEPENDENT AUDITORS REPORT UNDER PARAS:
BASIS FOR QUALIFIED OPINION, EMPHASIS OF MATTER AND OTHER MATTERS:
A) In view of very limited strength of employees, presently working
with the Company, the requirements of AS-15 Employee Benefits in
respect of gratuity could not be complied with. However provision for
gratuity as required under Payment of Gratuity Act has been provided
for.
B) Inspite of continues erosion of networth, position of excess of
current liabilities over current assets and uncertainty associated with
operations of the company, the Accounts of the Company are prepared on
going concern basis.
C) Interest for the year Rs. 6,34,899/- on deposits of
distributors/dealers has not been provided in view of company's adverse
financial position and will be negotiated for waiver resulting to
overstatement of profit by that amount and understatement of current
liabilities by Rs.84,40,497/-
D) The company could not get confirmation of balances in respect of
Trade Receivables and Trade Payables other than due from/to related
parties as most of them are very old and presently no transactions are
being taken place with them.
INTERNAL CONTROL SYSTEM
The company has a well-established system of internal control in
operation which complies with the relevant provisions on 'Internal
Control' under the Company's Auditor's Report Order 2003 and as
prescribed under revised clause 49 of the Listing Agreement with Stock
Exchanges. All internal controls are continuously reviewed and risks of
inaccurate financial reporting and fraud, if any, are dealt with
immediately and eliminated. The status of implementation of recommended
solutions are regularly reviewed and presented to the Audit Committee
of the Board.
PERSONNEL:
Your Directors would like to place on record their deep sense of
appreciation of the services of executives, staff and workers of the
Company. Industrial Relations continued to be cordial throughout the
year at all locations.
ACKNOWLEDGMENT:
Your Directors Express their thanks for the guidance and assistance
received from State Bank of India, HDFC Bank Ltd, Department of
Explosives and their Officials, Central Excise, Pollution Control
Boards and Commercial Tax Departments of respective States, host of
other State and Central Government Departments, Securities Exchange
Board of India, and Stock Exchanges at Mumbai, Ahmedabad, Delhi,
Kolkata and Chennai and others.
Your Directors would like to express their gratitude to all Corporate,
Institutional and Individual Shareholders for the confidence reposed by
them in the Company.
for and on behalf of the Board
Sd/-
Place: Hyderabad RAJIV KABRA
Date : 14-08-2014 Chairman & Executive Director |