Prestige Foods Ltd. के निदेशक की रिपोर्ट

Mar 31, 2010

The Directors present herewith the 31st Annual Report on the audited statements of accounts of the Company for the year ended on March 31,2010.

FINANCIAL RESULTS

(Rs. in lacs)

2009-10 2008-09

Sales & Other Income 4021.75 4208.42

Profit /(Loss (before Interest, Depreciation 213.05 394.42

Less: Interest 2.12 4.81

: Depreciation 119.89 121.94

Profit /(Loss) for the year 91.04 267.67 Add/Less:

Prior Year Adjustments (3.86) (2.65)

Fringe Benefit Tax (.05) (0.93)

Proflt(Loss) carried to Balance Sheet 87.14 264.10

DIVIDEND

The Company has generated a cash profit of Rs.210.93 Lacs but in view of accumulated losses incurred by the Company, your Directors do not recommend any dividend for the year ended March 31,2010.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

AN OVERVIEW OF BUSINESS ENVIROMENT

During 2009-10, the world production of soybeans was historically highest at 250 MMT. The prices of commodities headed at the southward direction and the demand for the commodities overseas witnessed a very steep fall. High fluctuations were witnessed in the soya Industry. The industry witnessed low performance of the Soya units. The plant working on job work basis with PEC Limited (A Govt, of India Enterprises) and Prestige Feed Mills Limited, Margins and capacity utilization of plants remained low, As Soya bean Crop marketing during 2009-10 was about 60 Lacs MT, as compared to that in the previous year.(85 Lacs MT)

OPERATONAL REVIEW

The company undertook job processing during the year so as to have a sustainable source of revenue, sustained hard due to lack of working capital facilities. The company has maximizing its revenue and operating profits under depressed conditions.

SOYA DIVISION

During the year, The Company has processed 63625 MT of Soybean seed, on Job work against (104666 MT) during

previous year. Due to lack of workable parity. The Company has Processed Vegetable Oil 123 MT (Previous year 674 MT). The gross income amounted to Rs.4021.75 Lacs for the year(Previous year Rs. 4208.42 lacs).

During 2009-2010 season (Oct.,2009-March, 2010) soybean prices were volatile and remained around of Rs. 19500-24300 PMT factory delivery (previous year Rs. 16500-25500 PMT). As compared to this, the Soya Meal prices were around Rs. 17000-21000 PMT F.O.R. (Previous year Rs. 10500-21200 PMT). The domestic Soya raw oil prices were in the range of Rs.37500 - 45000 MT ex-factory (Previous year Rs. 43600-71200 PMT).

SUBSIDIARY COMPANY

During the year turnover of Prestige World Trade Pte.Ltd, a wholly owned subsidiary was S$ NIL (previous year S$ NIL). The Company reported Net Loss of S$(8215) (previous year Net loss of S$ (7732) due to fixed of expenditure. Particulars about the Subsidiary form part of the Accounts of the Company and are appended hereto.

FUTURE OUTLOOK

Various measures are taken by the government to inject necessary help to the ailing industrial sector in the wake of the world wide economic crisis and to support the farmers and agro based industry in light of the scanty monsoon in the crop growing areas

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a reasonable and adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the management. The company is following all the Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

HUMAN RESOURSES DEVELOPMENT / INDUSTRIAL RELATIONS

The Company has drawn specific program to harness and improve the knowledge, skill and efficiency of each and every employee for the development of their career prospects. Senior Management is actively involved in boosting the morale of employees through continuous dialogue in structured communication meetings.

The Industrial relations remained cordial, throughout the year under reference, at all the manufacturing plants and administrative offices of the company.

CONSOLIDATION OF ACCOUNTS

As required by Accounting Standards AS-21 and AS-23 of the Institute of Chartered Accountants of India, the Financial Statements of the company have been consolidated with Financial Statements of its wholly owned subsidiary,

Prestige World Trade Pte Ltd. Singapore.

These consolidated Financial Statements confirm to the requirements of both these Accounting Standards.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information required under Section 217 (1)(e) of the companies Act, 1956, read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

DEPOSITS & DEBENTURES

The Company neither received nor accepted any deposits from the public during the year. There were no outstanding or overdue deposits at the close of the year.

PARTICULARS OF EMPLOYEES.

During the year under review, Mr. Davis Jain and Mr. Dipin Jain were receiving remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees Rules, 1975) as amended to date. The approval of central government has been applied for in this regard.

STATUS BEFORE BIFR

The company has applied to the Honble BIFR for the extension of the cut off date of the scheme and the application is under consideration. The company has also submitted the Modified Draft Rehabilitation Scheme in March 2009 incorporating exemption as required by the company from the revenue and tax department for the quick rehabilitation of the company to thrust its business.

The company is exploring the possibilities of an amalgamation or a strategic investment with one of the healthy companies so as to expedite the revival of the company and absorb the accumulated losses of the company.

DIRECTORS

Shri N.N. Jain Director, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm as under: -

(i) That in the preparation of the annual accounts, 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 are 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 andofthe profit/loss of the Company for the year.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements a Corporate Governance Report is made part of this Annual Report. A Certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreements is attached to this report.

AUDITORS

M/s S. M. Jain & Co., and M/s M. Mehta & Co., Chartered Accountants, Ihdore hold office as Joint Auditors till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. Necessary certificates under section 224(1 B) of the Companies Act 1956 have been received from the retiring Auditors confirming their eligibility.

OBSERVATION OF AUDITORS

The observation of Auditors have been dealt with in the notes to the accounts, which are self-explanatory, and do not call for further comments.

ACKNOWLEDGEMENT

The Directors would like to thank Central and State Governments, Financial Institutions, Banks, Customers, Suppliers and Shareholdersfor their continued support.

Your Directors also wish to place on record their appreciation for the dedicated and hard work put in by the Officers, Employees and Other Staff Members, at all levels.

For and on behalf of Board

Davish Jain Managing Director

Dipin Jain Jt. Managing Director Indore July 30, 2010