Riverdale Foods Ltd. के निदेशक की रिपोर्ट

Mar 31, 2011

The financial results, as per the audited accounts of your Company for the year ended March 31, 2011, are as under:

For the year ended For the year ended March 31 2011 March 31, 2010 (Rs Rs.)

Turnover - -

Depreciation for the year 25,45,317 26,96,088

Loss for the year 3,42,93,790 (27,96,088)

Adjustment for Extra Ordinary Item 8,62,70,068

Profit/(Loss) after Extra Ordinary item 5,19,75,777 (27,96,088)

During the year under report, your Company did not record any turnover as there were no operations carried out by your Company.

2. Rehabilitation Scheme

The Rehabilitation Scheme submitted by your Company before the Board for Industrial and Financial Reconstruction (BIFR), as constituted under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) was sanctioned by the Hon'ble BIFR on July ' 02,2010. The salient features of the rehabilitation scheme are:

- Settlement of dues of Bank of India, the sole secured creditor, on One Time Settlement (OTS) basis;

- De-rating the existing equity Share Capital by 50% by writing off part of accumulated losses of the Company of like amount;

- Investment by ANC Holding LLC, a limited liability Company registered in the Emirate of Dubai, United Arab Emirates, to the extent of 51.96% of paid up equity capital of the Company, as a Strategic Investor which investment will increase to 75% of equity share capital of the Company ;and

- Reliefs and concessions from various Government Departments.

The Sanctioned Rehabilitation Scheme (Sanctioned Scheme) of your Company envisages induction of fresh equity to the tune of Rs.721.20 Lac and issue of 1,44,24,000 equity shares of Rs.5/- each fully paid up, to ANC Holdings LLC, the strategic investor. ANC Holdings LLC is a limited liability company registered in the Emirate of Dubai, United Arab Emirates, engaged in multi faceted business activities including, amongst others, production of ready to eat food items, construction, education and steel manufacturing and trading. In terms of the Sanctioned Scheme, the outstanding dues of Bank of India were settled on OTS basis for Rs. 32,500,000, which payment was met out of funds provided to your Company by ANC Holdings LLC.

3. Share Capital

In terms of the Sanctioned Scheme, as approved by the Hon'ble BIFR, (i) each equity share of your Company has been dated from Rs.10 per share to Rs.5 per share, thereby resulting in reduction of issued capital by Rs. 24,040,000, and (ii) the partly paid up shares stand cancelled. As on date, the Strategic Investor has inducted Rs.3,58,63,990 into your Company in accordance with the terms of the Sanctioned Scheme, out of which a sum of Rs. 2,59,60,000 has been appropriated towards share capital of your Company by issue of 51,92,000 fully paid equity shares of Rs. 5 each, at par, and the balance amount is held as Share Application money for which new equity shares will be issued to the Strategic Investor in due course.

The Authorized Capital of your Company is now Rs. 97,000,000 divided into 194,00,000 equity shares of Rs. 5 each.

4. Directors

Mr. Densil Quadros, director of your Company, retires by rotation at the ensuing annual general meeting and, being eligible, offers himself for reappointment.

5. Fixed Deposits

Your Company has not invited or accepted any fixed deposits from public in terms of provisions of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 and, as such, no amount of principal or interest was outstanding as payable as on the balance sheet date.

6. Insurance:

Your Company is initiating steps to insure its Building, Plant and Machinery and other critical assets.

7. Directors' Responsibility Statement under section 217(2AA) of the Companies Act, 1956:

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the audited annual accounts for the financial year ended March 31,2011:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had 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 and of the loss of the Company for the year ended on that date;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on agoing concern basis

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo

A. There was no generation/consumption of energy as the plant was closed during the year.

B. There was no instance of technology absorption during the year as the plant was closed during the year.

C. There were1 no foreign exchange earning and outgo during the year.

9. Particular of Employees

The Board of Directors hereby confirms that during the financial year 2010-11, there was no employee in the Company who-

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than such sum as prescribed; or

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate not less than such sum per month as prescribed.

10. Management's Discussion and Analysis

The Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed as Annexure-I hereto and forms part of this Report.

11. Corporate Governance Report

Report on Corporate Governance as stipulated in the said Clause is annexed as Annexure-I I hereto and forms part of this Report. Certificate from the Statutory Auditors of the Company, M/s. B. Bhushan & Co., Chartered Accountants on the said report is also annexed to the Report on Corporate Governance.

12. Auditors and Auditors' Report

B. Bhushan & Co., Chartered Accountants, were appointed as auditors of the Company to audit the books of account of the Company for the year ended March, 2010. They hold such office up to the ensuing Annual General Meeting of your Company and being eligible have offered themselves for reappointment to the said office.

The Auditors of your Company have expressed certain qualifications in their report on the accounts of your Company and in the report on the corporate governance of your Company. The qualification in report on accounts are self-explanatory and the qualifications in report of corporate governance will be addressed during the current year

As there were no operations carried on by your Company during the relevant financial year and also, in absence of certain accounting records which were not available with the Managing f Director of the Company, the accounts for the relevant financial year have been drawn up on basis of available records and the information as available with the Board of Directors of your Company. Your Board is taking measures to suitably address the shortcomings. Receivables and Advances of Rs. 2,75,33,851 have been written off during the year as, the company had failed to initiate recovery measures within appropriate tenure.

Your Company is initiating suitable measures to complete the pending filings and shall take such steps in accordance with legal advice to secure removal of disqualification of its directors rendered by the provisions of section 274 (1) (g) of the Companies Act, 1956.

13. Note on Land

Attention is invited to Note No. 19 appearing in the audited financial statements of the Company for the years ended up to March 31,2004, which reads as under:

"The land acquired by the Company was earlier standing in the name of the Directors. Out of said land a major part on which factory building and other structures are constructed has been transferred in the name of the Company vide Sale Deed executed and lodged for registration with the Sub-Registrar, Vadgaon Maval on 14th May, 1997. The Directors undertake to transfer the balance vacant land in the name of the company after necessary legal and procedural formalities are completed-"

(Italics provided).

Your Directors wish to explain that the factory land situated at Gat No. 408 & 415 of village Ozarde, Taluka Maval, District Pune, Maharastra, cost wherefore was paid by the Company, was earlier standing in the name of former and present Directors of the Company, viz. Gulam Harianawalla, Asif Harianawalla and Nitin Kiwalkar, out of which a major part on which factory building and structures are constructed has been transferred in the name of the Company post completion of necessary legal and procedural formalities, and conveyance deed therefore was executed and lodged for registration with the office of Sub-Registrar, Vadgaon, Maval, Pune, Maharastra, on May 14,1997.

On discovery of the aforesaid facts, the Management has initiated necessary steps to secure the completion of applicable formalities for transfer of the remaining land in favor of the Company.

The Management was concerned to discover that the above fact did not find mention in the Notes forming part of Financial Statements of the Company for the years ended March 31,2005, March 31, 2006 and March 31, 2007, which statements had been finalised prior to sanction of the rehabilitation scheme by the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) in June, 2010 whereby the Management took over control of the affairs of the Company. Arising out of omission of the afore stated in Note in the aforesaid 3 (three) financial statements. this Note did not find mention in the financial statement finalised by the Management for the year ended March 31, 2008, which has since been approved at the meeting of Members of the Company, and also in the financial statement for the year ended March 31, 2009 and March 31, 2010 as the same were approved by the Board of Directors prior to the aforesaid discovery. The Directors had explained the above facts in their Reports on financial statements for the years ended March 31, 2009 and March 31,2010. The aforesaid note has been incorporated in the Notes to Accounts to the financial statement as at March 31,2011.

14. Cautionary Statement

Statement in the Management Discussion and Analysis describing the Company's objectives, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Important factors that could make a difference to the Company's operations include raw material availability and their prices, cost of fuel, availability of power, cyclical demand, pricing in the Company's principal markets, change in government regulations, tax regimes, economic developments within India in which the Company conducts business and other incidental factors.

15. Acknowledgement

The Directors also take this opportunity for recording their appreciation for the active support and help extended by the Government of India, Authorities of State Government, Bank of India and other agencies and look forward to their continued support.

On behalf of the Board

Sd/- Sd/-

Densil Quadras Gulam Harianawalla

Director Managing Director

Date: October 22,2011

Place: Pune

---

Mar 31, 2008

To the Members,

The Board of Directors present the eighteenth (18th) annual report on the business and operations of your Company for the year ended March 31, 2008. This report has been finalised on date and takes into consideration all developments subsequent to the closing of the aforesaid financial year for appraisal of the shareholders.

1. Financial results:

The operations of your Company were closed during the year under report and plans for rehabilitation of your Company were under preparation. Simultaneously, discussions were being held with the bankers for a mutually agreeable settlement and with prospective entities for making strategic investment into your Company.

The One Time Settlement with the bankers, the sanction of a fully tied up rehabilitation scheme by the Authorities, identifying strategic investor and arrangement of funds of the strategic investor were some major activities which took time to successfully conclude.

The accounts of your Company for the financial year ended March 31, 2007, were audited in August, 2007, and were adopted by the shareholders in the annual general meeting held on September 29, 2007. Thereafter, in the absence of any employee in the Company to update accounting and other records and also, in absence of some accounting records not available with the Managing Director of your Company, your Company could not finalise the annual accounts for the financial year ended March 31, 2008, and there have been delays in finalising the annual accounts for the subsequent years ended March 31, 2009 and March 31, 2010, and holding the annual general meetings for the said three years within the statutory time provided for the same. The default in filing the annual accounts and holding the annual general meetings for a continuous period of three years have rendered persons, who hold office as directors of the Company on expiry of the due date for filing such final accounts and annual returns, ineligible to be appointed as directors in any other public company in terms of the provisions of section 274(1 )(g) of the Companies Act, 1956.

S.M. Inamdar & Associates, Chartered Accountants, auditors of the Company resigned from the said office on September 9,2010, and in an extra ordinary general meeting of your Company held on April 15,2011, B. Bhushan & Co., Chartered Accountants, were appointed as auditors of your Company to audit books of account for the year ended March 31,2008.

The financial results, per the audited accounts of your Company for the year ended March 31, 2008, are as under:

For the year ended For the year ended March 31 2008 March 31, 2007 (Rs) (Rs.)

Turnover Depreciation for the year 2,624,988 2,675,246

Total loss for the year 3,743,667 15,757,834

During the year under report, your Company did not record any turnover as there were no operations carried out by your Company.

2. Rehabilitation Scheme

The Rehabilitation Scheme submitted by your Company before the Board for Industrial and Financial Reconstruction (BIFR), as constituted under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) was sanctioned by the Hon'ble BIFR on June 2010. The salient features of the rehabilitation scheme are:

- one time settlement of the secured creditor- Bank of India;

- de rating the existing equity share capital by 50%;

- induction of a strategic investor-ANC Holdings LLC (Dubai); and

- reliefs and concessions from various government departments.

The Sanctioned Rehabilitation Scheme (Sanctioned Scheme) of your Company envisages induction of fresh equity to the tune of Rs.721.20 Lac and issue of 1,44,24,000 equity shares of Rs.5/- each fully paid up, to ANC Holdings LLC, the strategic investor. ANC Holdings LLC is a limited liability company registered in the Emirate of Dubai, United Arab Emirates, engaged in multi faceted business activities including, amongst others, production of ready to eat food items, construction, education and steel manufacturing and trading. In terms of the Sanctioned Scheme, the outstanding dues of Bank of India were settled on one time settlement (OTS) basis for Rs.32,500,000, which payment was met out of funds provided to your Company by ANC Holdings LLC (Dubai, UAE).

3. Share Capital

In terms of the Sanctioned Scheme, as approved by the Hon'ble BIFR, (i) each equity share of your Company has been derated from Rs. 10 per share to Rs.5 per share, thereby resulting in reduction of issued capital by Rs. 24,040,000, and (ii) the partly paid up shares stand cancelled. As on date, the Strategic Investor has inducted Rs.3,58,63,990 into your Company in accordance with the terms of the Sanctioned Scheme, out of which a sum of Rs. 2,59,60,000 has been appropriated towards share capital of your Company by issue of 51,92,000 fully paid equity shares of Rs. 5.00 each, at par, and the balance amount is held as Share Application money for which new equity shares will be issued to the Strategic Investor in due course.

The Authorized Capital of your Company is now Rs. 97,500,000, divided into 195,00,000 equity shares of Rs. 5.00 each.

4. Directors

Mr. Keshav Rao, director of your Company, retires by rotation at the ensuing annual general meeting and, being eligible, offer himself for reappointment.

Mr. Vivek Gupta and Mr. Densil Quadras hold office as additional directors upto the ensuing annual general meeting of the Company. Notices have been received from a shareholder, pursuant to the provisions of section 257 of the Act, intimating his intention to propose appointments of Mr. Vivek Gupta and Mr. Densil Quadras as directors of your Company whose term of office shall be liable to be determined by rotation.

5. Fixed Deposits

Your Company has not invited or accepted any fixed deposits from public in terms of provisions of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 and, as such, no amount of principal or interest was outstanding as payable as on the balance sheet date.

6. Insurance:

Your Company is initiating steps to insure its Building, Plant and Machinery and other critical assets.

7. Directors' Responsibility Statement under section 217(2AA) of the Companies Act, 1956:

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the audited annual accounts for the financial year ended March 31,2008:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had 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 and of the loss of the Company for the year ended on that date;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo

A. There was no generation/consumption of energy as the plant was closed during the year.

B. There was no instance of technology absorption during the year as the plant was closed during the year.

C. There were no foreign exchange earning and outgo during the year.

9. Particular of Employees:

The Board of Directors hereby confirms that during the financial year 2007-08, there is no employee in the Company who-

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than such sum as prescribed; or

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate not less than such sum per month as may be prescribed.

10. Corporate Governance Report

Report on Corporate Governance as stipulated in the said Clause is annexed as Annexure-ll hereto and forms part of this Report. Certificate from the Statutory Auditors of the Company, M/s. B. Bhushan & Co., Chartered Accountants on the said report is also annexed to the Report on Corporate Governance.

11. Management's Discussion and Analysis

The Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed as Annexure-I hereto and forms part of this Report.

12. Auditors and Auditors' Report

B. Bhushan & Co. Chartered Accountants, were appointed as auditors of the Company to audit the books of account of the Company for the year ended March, 2008, such appointment having been carried out in the extra ordinary general meeting of the Company held on April 15, 2011. B. Bhushan & Co., Chartered Accountants, hold office of auditors of the Company upto conclusion of the ensuing annual general meeting of the Company and have confirmed their eligibility and willingness to be reappointed to the said office.

The Auditors of your Company have expressed certain qualifications in their report on the accounts of your Company and on the corporate governance report of your Company.

As there were no operations carried on by your Company during the relevant financial year and also, in absence of certain accounting records which were not available with the Managing Director of the Company, the accounts for the relevant financial year have been drawn up on basis of available records and the information as available with the Board of Directors of your Company. Your Board is taking measures to suitably address the shortcomings.

Your Company is initiating suitable measures to complete the pending filings and shall take such steps in accordance with legal advice to secure removal of disqualification of its directors rendered by the provisions of section 274 (1) (g) of the Companies Act, 1956.

13. Cautionary Statement

Statement in the Management Discussion and Analysis describing the Company's objectives, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Important factors that could make a difference to the Company's operations include raw material availability and their prices, cost of fuel, availability of power, cyclical demand, pricing in the Company's principal markets, change in government regulations, tax regimes, economic developments within India in which the Company conducts business and other incidental factors.

14. Acknowledgement

The Directors also take this opportunity for recording their appreciation for the active support and help extended by the Government of India, Authorities of State Government, Bank of India and other agencies and look forward to their continued support.

On Behalf of the Board

Sd/- Sd/- Sd/-

Vivek Gupta Densil Quadros Gulam Harianawalla Director Director Managing Director

Date : June 20,2011 Camp : Dubai