| Dear Members,
The Directors are pleased to present the 22nd Annual Report and Audited
Statements of Accounts for the period ended on 31st March, 2014.
FINANCIAL RESULTS (Rs. in lacs)
Particulars 2013-14 2012-13
Net Sales/Income 1148.36 3550.54
Other Income 8.88 27.63
(Increase)/ Decrease in Stock 532.78 3379.94
Total Expenditure 7654.81 13914.69
Profit ( Loss ) before Int/Tax/Dep 670.58 (4630.07)
Interest 4179.08 4060.18
Depreciation 1638.91 1646.26
Misc Expenses W/o - -
Profit ( loss ) before Tax (6488.57) (10336.51)
Provision for Taxation - -
Profit after Current Tax (6488.57) (10336.51)
Provision for deferred Tax (367.18) (534.96)
Mat Credit Entitlement/Reversal 105.51 145.29
Profit/(Loss) after Tax (6226.90) (9946.84)
Extra Ordinary Items including Previous year 11.70 39.47
adjustments
Net Profit/(Loss) After tax (6238.60) (9986.31)
DIVIDEND
In view of the loss, your directors regret their inability to recommend
any Dividend for the year under review.
PERFORMANCE
During the year under review, your company has achieved a net income of
Rs. 11.57 Crores (previous year Rs. 35.78 crores). The Sales in the
Current financial year i.e. 2013-14 of the Company have been adversely
affected due to discontinuation of Shipments of Canned Mushrooms to US.
The company has aggressively started selling fresh mushrooms in the
domestic market. The response from these markets are encouraging.
CHENNAI PLANT
The final commissioning of the Chennai unit is delayed due to financial
crunch being faced by the Company. AUDITORS
The Statutory Auditors, M/s Rakesh Singla & Associates, Chartered
Accountants (Firm Registration No. 03371N) retire at the ensuing
Annual General meeting and has confirmed their eligibility and
willingness to accept office, if re-appointed. The Audit Committee and
the Board of Directors recommends the re- appointment as the Auditors
of the Company for a period of five years.
DIRECTORS
As per the requirement of the Companies Act,2013 all the Independent
Directors on the Board as on 1st April,2014 namely Mr. Jalesh Grover,
Mr. Ajay Arora and Mr. Multan Singh Kadian, shall be re-appointed for
a tenure of 5 years and the same shall be confirmed at the ensuing
Annual General Meeting.
The Official Term of Mr. Malvinder Singh, Chairman and Managing
Director has expired on 30th June,2014, the Board of Directors at the
meeting held on 4th August,2014 have appointed him as Executive
Chairman of the Company for a period of 5 years commencing from 1st
August,2014 subject to the approval of shareholders in the ensuing
Annual General Meeting. Further, Mr. Vivek Atri has been appointed as
Managing Director of the Company for a period of five years commencing
from 1st August,2014 at the meeting of the board of directors held on
4th August,2014 subject to approval of shareholders and Central
Government as may required, in the ensuing Annual General meeting.
PARTICULARS OF EMPLOYEES
There is no employee in the Company whose particulars are required to
be given under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibilities Statement, it is
hereby confirmed:
i) That in the preparation of accounts for the period ended 31st March,
2014, the applicable Accounting Standards had been followed and there
are no material departures:
ii) That the selected Accounting Policies are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company
at the year end and profit of the Company for that period;
iii) That proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities;
iv) That the accounts have been prepared on a going-concern basis.
INTERNAL CONTROL AND ADEQUACY
The Company has adequate system of internal controls to ensure that all
assets are safeguard, transactions are authorized, optimum utilization
of resources, costs are controlled, reporting of financial transactions
and compliance with applicable law and regulations.
BIFR AND REHABILITATION
The Networth of the Company is continuing to be fully eroded. The
reference before Board for Industrial & Financial Reconstruction (BIFR)
is pending for determination of sickness of the Company. A suitable
rehabilitation scheme shall be submitted to the BIFR upon declaration
of the company as Sick Industrial Unit. The Asset Sale Committee of the
Lenders have initiated sale of non-core and surplus assets of the
Company.
COST AUDIT
The Company has appointed Dr. Vimal Kumar (Membership No. 9982) Prop.of
M/s V.Kumar and Associates, SCO 124-125, Sector 34A, Chandigarh, Cost
and Works Accountants as the Cost Auditors of the Company for the
financial year 2013-14 for filing of Compliance Report as per Cost
Accounting Record Rules,2011 issue vide notification of Ministry of
Company Affairs (MCA) dated 3rd June,2011
INTERNAL AUDITORS
The Board of Directors of your Company has appointed Mr. Ankit Goyal
Chartered Accountant (Membership No. 529874) as Internal Auditor
pursuant to provisions of Section 138 of the Companies Act,2013 for the
Financial Year 2014-15.
SECRETARIAL AUDITORS
The Board of Directors of your Company has appointed M/s Kanwaljit
Singh & Associates, Practicing Company Secretary, Chandigarh as
Secretarial Auditor pursuant to provisions of Section 204 of the
Companies act,2013 for the Financial Year 2014-15.
AUDITOR'S REPORT
Observations made in the Auditors' Report are self- explanatory and
therefore do not call for any further explanation.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee has been constituted as per the
requirements of Companies Act,2013 which shall formulate the policy for
appointment of Directors and Remuneration including criteria for
determining qualification, positive attributes, independence of a
director and other matters as provided under sub-section (3) of Section
178 of the Companies Act,2013 and necessary disclosure to this effect
shall be made in the next Report to the Directors.
STAKEHOLDER RELATION
As per the requirement of Companies Act,2013 a Stakeholder Relationship
Committee is being constituted. Necessary disclosure in this regard
shall made in the next Directors Report.
CORPORATE GOVERNANCE
The Company aims to conduct its affairs in an ethical manner. A
separate Report on Corporate Governance forms a part of the Annual
Report. A certificate from the Company's Auditors regarding the
Compliance of Conditions of Corporate Governance as stipulated under
Clause 49 is also annexed with the report. LISTING OF SHARES & SEBI
REGULATION
The Equity shares of the company are listed on The Stock Exchange
Mumbai & National Stock Exchange of India Ltd., Mumbai.
INSURANCE
The company has taken the required insurance coverage for its assets
against the possible risks like fire, flood, public liability, marine
etc.
DEPOSITS
During the year under Report, your Company did not accept any deposits
from the public in terms of the provisions of Section 58A and 58AA of
the Companies Act ,1956.
ACKNOWLEDGEMENTS
Company would like to thank its Shareholders including suppliers,
vendors, investors and bankers. Company also records its appreciation
of the contribution made by employees at all levels. The diligent hard
work, cooperation and support is a backbone of all endeavors of the
company. We, assure all the stakeholders that the team ADIL is fully
dedicated and assure that with the continuous support, we will overcome
the turbulence in this year.
For and on behalf of the Board
Place: Chandigarh sd/-
Dated:04.08.2014 VivekAtri
Managing Director
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