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DIRECTORS REPORT
The Directors present their Twenty-Fifth Annual Report and the Audited Statement of Accounts for the year ended 31st March 2010. FINANCIAL RESULTS [ Rs. in lakhs ] Year ended March 31,2010 7064.08 548.07 43.13 84.66 420.28 71.43 0.00 (3.64) 352.49 0.00 352.49 [ Rs. in lakhs ] Year ended March 31,2009 3410.37 120.60 34.21 66.24 20.15 2.01 1.52 20.14 (3.52) (16.28) (19.80)
Total Income Profit before Interest & Depreciation Less : Interest Less : Depreciation Profit / (Loss) for the year before Tax (1) Current (MAT) Provision for Tax: (2) Current (FBT) (3) Deferred Profit / (Loss) after Tax Profit/ (Loss) Brought Forward Profit / (Loss) Carried Forward Operations
During the year under review the total income of the company was Rs. 7064.08 lacs as against Rs. 3410.37 lacs in the previous year. The production of biscuits during the year was 14998 MT as against 11025 MT in the previous year. The profit before Tax was Rs. 420.28 lacs as against the profit of Rs. 20.15 lacs in the previous year. A third line of oven has been set up successfully and the same is fully operational now. Finance The Company has provided Income tax [MAT] Rs. 71.43 lacs and deferred tax reversed Rs. 3.64 lacs. The unsecured loan has come down from 820 lacs to Rs. 280 lacs. The Company has turned around and the financial position. The profit after tax has increased to Rs 352.49 lacs compared to Rs. (3.52) lacs in the previous year. Dividend In view of the financial position and outstanding loans of the Company, your Directors do not recommend any Dividend to the members of the Company.
Page 1 of 5
Continuous Sheet
In accordance with the requirement of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rajesh Lal, Director retire by rotation at the forthcoming Annual general Meeting and eligible for re-appointment. Mr. A.K. Gupta and Mr. Raju Thomas were appointed additional Directors in June, 2009 and as per provision of Articles of Association their appointments are valid upto the date of the ensuing Annual General Meeting. The Board has recommended their appointments to the members.
Auditors
M/s Ashok Kumar Jalan & Associates, Chartered Accountants, Guwahati who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Companies Act, 1956 (the Act), upto the conclusion of the forthcoming Annual General Meeting. They would not be seeking re-appointment at the ensuing Annual General Meeting (AGM) The Company has received a special notice from a Member of the Company in terms of the provisions of the Act, signifying the intention to propose the appointment of Messrs B S R & Co., Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of the ensuing AGM until the conclusion of the next AGM. Messrs B S R & Co. have also expressed their willingness to act as Auditors of the Company, if appointed, and have confirmed their eligibility. Members are requested to appoint Messrs B S R & Co. as Auditors at remuneration to be fixed by the Board of Directors. Secretarial Compliance Certificate As required, under the Companies [Amendment] Act, 2000 read with Companies [Compliance Certificate] Rules 2001 Secretarial Compliance Certificate for the year 2009-2010 is given in the Annexure A forming the part of this Report. Employees Your Company continues to pay high degree of emphasis on human resource development, which it believes is necessary to meet the challenges of increased competitiveness. The Industrial relations in your Company was stable during the period under review. There is no employee covered under the provisions of section 217(2A) of the Companies Act., 1956 read with Companies [Particulars of Employees] Rules, 1975.
Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo A. Conservation of energy : Total energy consumption and energy consumption per Unit of Production as per form A of the annexure to this report.
Page 2 of 5
Continuous Sheet
B.
Technology Absorption: Efforts made in technology absorption is as per Form B of the Annexure to this report.
Directors Responsibility As required, under section 217(2AA) of the Companies [Amendment] Act, 2000 the Directors based on the representation received from the operating management, confirm that; (I) (II) In the preparation of Annual Accounts, the applicable Accounting standards have been followed and there are no material departures. They have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March 2010 and of the profit of the Company for the year ended 31st March 2010. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. They have prepared the accounts on a going concern basis.
(III)
(IV)
Acknowledgement
Your Directors are pleased to record their appreciation for the dedication and the hard work put up by the employees at all levels and acknowledge their contribution towards progress and performance of the Company.
Page 3 of 5
Continuous Sheet
(A)
01. ELECTRICITY YEAR 2009-2010 Purchase Unit KWH Total Amount [ Rs. in lacs] Rate / Unit Own Generation Through Diesel Generation [HSD] Unit KWH Unit /Ltr Cost / Unit 02. YEAR 2009-2010 497308 2.74 10.52 YEAR 2008-2009 406480 3.07 8.88 1161780 57.41 4.94 YEAR 2008-2009 1000980 49.66 4.96
03.
Furnace oil ( LVFO- Low Viscosity Furnace Oil ) YEAR 2009-2010 YEAR 2008-2009 930152 295.01 31.72
Quantity [Ltr] Total Cost [ in Rs. lacs] Rate / Unit [ in Rs.] 04. Other- LDO
Quantity [KG.] Total Cost [ in Rs. lacs] Rate / Unit [ in Rs.] (B)
Consumption per unit of Production YEAR 2009-2010 77.46 82.99 NIL YEAR 2008-2009 90.79 84.37 NIL
Foreign Exchange Earnings and outgo (a) (b) Activities Total foreign exchanges used and earned Nil Nil
Page 4 of 5
Continuous Sheet
(A) Research and Development [ R & D] 1. Specific areas in which R& D carried out by the Company 2. Benefits derived as a result of the above R & D 3. Future plan of action 4. `Expenditure on R & D (B) Technology absorption, adaptation and innovation 1. Efforts in brief, made towards technology, absorption, adaptation, and innovation. A great emphasis is laid on product quality, productivity and plant utilisation. 2. Benefit derived as a result of the above efforts are lower cost of production and higher volumes. 3. Particulars of technologies imported : Not applicable : : : : Nil Nil Nil Nil
Page 5 of 5
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SUNRISE BISCUIT COMPANY PRIVATE LIMITED BALANCE SHEET 31st March 2010 Rupees 31st March 2009 Rupees
As at
Schedule
SOURCES OF FUNDS (1) SHAREHOLDERS' FUNDS (a) Share Capital (b) Reserves & Surplus (2) LOAN FUNDS Unsecured Loans
1 2
37,995,000 33,268,741
37,995,000 -
28,000,000
82,000,000
4,954,180 104,217,921
5,317,975 125,312,975
II APPLICATION OF FUNDS (1) FIXED ASSETS (a) Gross Block Less : Depreciation Net Block (b) Capital Work-in-Progress including advances
(2) CURRENT ASSETS, LOANS AND ADVANCES (a) Inventories (b) Cash and Bank Balances (c) Loans and Advances Less : CURRENT LIABILITIES AND PROVISIONS (a) Liabilities (b) Provisions
6 7 8
9 10
104,217,921 (0)
14
Sd/-
Director
Director
Place: Date:
SUNRISE BISCUIT COMPANY PRIVATE LIMITED PROFIT AND LOSS ACCOUNT 31st March 2010 Rupees 31st March 2009 Rupees
Schedule
INCOME Gross Sales Conversion Income Sales Tax Excise Duty Net Sales Other Income 718,307,306 (81,992,743) (3,171,588) 633,142,975 73,265,052 706,408,027 325,623,309 34,950,717 (36,180,477) (4,133,045) 320,260,504 20,777,208 341,037,712
11
II
EXPENDITURE Consumption of Materials Salaries, Wages and Bonus Interest Depreciation Expenses 12 528,688,519 44,598,730 4,312,881 8,465,731 78,314,354 664,380,214 42,027,813 237,982,922 33,224,134 3,420,604 6,624,306 57,770,483 339,022,449 2,015,263
13
PROFIT/(LOSS) BEFORE TAX Provision for Tax Current (MAT) Current (FBT) Deferred PROFIT / ( LOSS ) AFTER TAX
PROFIT AVAILABLE FOR APPROPRIATION DIVIDEND AND TAX Proposed Dividend Tax on dividend PROFIT CARRIED FORWARD
35,248,981
(352,380)
35,248,981 35,248,981
(352,380) (352,380)
NOTES Basic and Diluted EPS In terms of our report of even date. For Ashoke Kumar Jalan & Associates Chartered Accountants
14 9.28 (0.09)
Sd/-
Director
Director
Place: Date:
As at
1 Share Capital Authorised 43,50,000 equity shares of Rs.10/- each (Previous year 43,50,000 equity shares of Rs.10/- each ) 5000 11% Redeemable Non-Cumulative Preference Shares of Rs. 100/- each.
43,500,000
43,500,000
500,000 44,000,000
Issued, Subscribed & Paid up 37,99,500 equity shares of Rs.10/- each for cash, fully paid (Previous year 37,99,500 equity shares of Rs.10/- each)
37,995,000 37,995,000
2 Reserves & Surplus Profit & Loss Account Transferred from Profit & Loss Account Balance carried forward 3 Unsecured Loan Term Loan -from others Unsecured loan from the holding company. The loan is repayable on demand and the holding company has lien on the assets made out of this loan. 4 Deferred Tax Deferred Tax Liability Less: Deferred Tax Asset
28,000,000 28,000,000
82,000,000 82,000,000
6 Inventories Stores, Spare parts and Consumables Ingredients Packing Materials Finished goods
7 Cash and Bank Balances Cash and cheques in hand With Scheduled Banks-in Current Accounts -in Deposits Accounts
8 Loans and Advances Unsecured - considered good Advances recoverable in cash or in kind or for value to be received Security & Other Deposits Central capital Investment Subsidy Receivable Current accounts with Excise authorities Advance Income Tax & TDS
9 Current liabilities Sundry Creditors (other than SSI units) Due to Small Scale industries (Note 1) Others Other liabilities
Note 1: The above information regarding small scale industrial undertakings has been made based on the information provided by the Company, which has been relied upon by the auditors. Other Liabilities include Rs. 591,474/-towards Provident Fund and ESI contribution from both employees and employer (Previous Year - Rs. 471,758/- ) and Provision for Leave Liability Rs. 16,94,271/- (Previous Year - Rs. 19,01,541/-) 10 Provisions Provision for taxation(MAT) Provision for taxation(FBT) Provision for Retirement benefits
7,441,033 7,441,033
298,406 298,406
SUNRISE BISCUIT COMPANY PRIVATE LIMITED SCHEDULES TO ACCOUNTS 31st March 2010 Rupees 31st March 2009 Rupees
11 Other Income Miscellaneous Income VAT Benefit Profit on sale of asset Interest Received (Tax deducted Rs. 53,314/-)
12 Consumption of Materials Opening Stock Raw Materials Packing Materials Finished Goods
206,699,875 53,493,661 260,193,536 14,220,774 7,989,840 22,210,614 237,982,922 1,347,112 2,891,017 2,868,372 39,078,213 1,219,460 318,423 664,548 353,906 60,665 9,851 362,011 1,000 3,106,063 26,688 593,001 241,517 965,258 847,205 319,273 176,077 2,320,823 57,770,483
28,019,992 7,532,833
35,552,825 528,688,519 13 Expenses Stores and Spare parts consumed Contribution to Provident and Other funds Workmen and Staff welfare expenses Power and fuel Repairs and maintenance of Machinery Repairs and maintenance of Buildings Repairs and maintenance of Other Assets Rates and taxes Auditors' Remuneration Audit fee Other services Out of Pocket Expenses Insurance Directors' sitting fees Salaries, Benefits etc. reimbursed Loss on retiral/writeoff of assets Professional Charges Travelling & Conveyance Security & Other Service Charges Vehicle Repairs & Maintenance Telephone, Telex & Telegram Printing & Stationery Miscellaneous expenses 3,136,921 3,522,662 3,063,576 54,581,353 2,294,931 539,355 1,593,363 539,551 61,500 6,854 342,078 2,400 3,247,691 168,802 765,389 178,533 637,042 608,616 318,273 227,289 2,478,175 78,314,354
SUNRISE BISCUIT COMPANY PVT LTD Year ended 31st March 2010
Fixed Assets Gross Block Deductions/ retired during the Year 2,034,057 Accumulated Depreciation For the Deductions/ period Adjustment/ retirements 9,167,875 2,551,680 Rupees Net Block 31st March As at 31st 2010 Mar-2009
As on 31st Mar-2009
Land Building
9,685,860 78,747,273
9,685,860 80,781,330
11,719,555
9,685,860 69,061,775
9,685,860 69,579,398
Plant and Machinery Furniture, Fitting and Equipment Motor Vehicle As at 31st March 2010 As at 31st March 2009
101,966,661
5,800,990
910,382
9,682,343
97,174,926
31,379,696
5,742,118
664,139.04
36,457,675
60,717,251
70,586,965
2,633,907
447,270
3,081,177
1,069,053
130,933
1,199,986
1,881,191
1,564,854
8,282,317 118,277,980
9,682,343 -
SUNRISE BISCUIT COMPANY PRIVATE LIMITED SCHEDULES TO ACCOUNTS Year ended 31st March 2010 14 Notes to Accounts A. The significant accounting policies are summarised below : 1. GENERAL (i) These Financial Statements have been prepared under the historical cost convention in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956 as adopted consistently by the company and the accounting standards prescribed by the Institute of Chartered Accountants of India on going concern basis. (ii) The Company has entered into Purchase Of Finished Goods (POFG) agreement dated 19th Aug. 2008 with Britannia Industries Ltd w.e.f 1st Sep. 2008. As per the agreement, M/s Sunrise Biscuit Co. Pvt. Ltd. will itself source Ingredients & packing materials and the Company will sale biscuits to M/s Britannia Industries Ltd. 2. FIXED ASSETS (i) Fixed assets are stated at their original cost less depreciation. Cost includes inward freight , duties and taxes, and expenses incidental to acquisition and
installation. CENVAT available on capital has been reduced. During the year Central Capital Investment Subsidy was approved to Unit for a sum of Rs. 96,82,343/-. The amount of Rs. 96,82,343/- is reduced from cost of Plant & Machineries as the Central Capital Investment Subsidy is approved for investment in Plant & Machineries under North East Industrial Investment Promotion & Policy, 2007. (ii) Depreciation is provided on 'Straight Line' method at the rates specified in Schedule XIV of the Companies Act, 1956. Depreciation on additions/disposals has been computed from the month of additions and upto the month of disposal. (iii) An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. The company assesses at each balance sheet date whether there is any indication that any assets may be impaired. If any such indication exists, the carrying value of such assets is reduced to its recoverable amount and the amount of such impairment loss is charged to profit & loss account. If at the balance sheet date there is any indication that a previously assessed impairment loss no longer exists, then such loss is reversed and the assets are restated to that effect. 3. INVENTORIES Raw materials, Packing Materials and Stores & Spares are valued at cost or net realisable value, whichever is less. Cost includes purchase price net off Cenvat, freight and other incidental expenses. Valuation of raw materials have been made on FIFO basis. Finished goods are valued at lower of prime cost plus manufacturing expenses or net realisable value. 4. REVENUE RECOGNITION Sales are recorded when supply of goods takes place in accordance with terms of sale in terms of POFG agreement dtd. 19th Aug. 2008 wef 1st Sep. 2008.
5.
RETIREMENT BENEFITS (i) The liability for Gratuity is funded as per Group Gratuity Scheme of Life Insurance Corporation of India and accordingly the premium so payable under the said Scheme against the contribution to the Fund is accounted for, as per Gratuity Fund method of accounting, as and when the same becomes due for payment. (ii) Liabilities in respect of retirement benefits other than gratuity and provident funds are charged to revenue based on actuarial valuation as at the end of the accounting period. Contribution to provident fund is made on monthly basis and charged to revenue.
6.
DEFERRED TAXATION Deferred tax is recognised on timing differences, being the difference between taxable income and accounting income that originate in one period and are reversible in one or more subsequent periods.
7.
PROVISION FOR TAXATION There would be no taxable income calculated in accordance with the provisions of section 80IE of the Income Tax Act, 1961. Taxation provision of Rs. 75,33,716/however, made in the accounts represents Minimum alternate tax (MAT) payable under the said Act and the same is in the opinion of the management adequate.
A B 1.
Previous years figures have been regrouped/rearranged wherever necessary. Commitment for capital expenditure amounts to Rs. Nil/- (Previous year Rs. Nil) 2 Contingent liabilities : Rs Nil. (Previous year Rs. Nil) 3 The company started availing sales tax exemption based on the Sales Tax Exemption Certificate issued by the Dept of Industries, Govt. of Assam, granting sales tax exemption till 30th April 2000. During the pendency of the exemption period, Govt. of Assam had issued Notificated dated 05.11.1999 , withdrawing the sales tax benefit of Biscuit manufacturing unit where product are not sold in own brand name. The company immediately filed writ petition before the Hon'ble Guwahati High Court challenging the legality of the Notification , which is against the1991 Industrial Policy of Govt of Assam . The court issued a stay-order on 10.01.2000 and the final order is passed in favour of Company. In the event of any unfavourable event, the company will recover the amount of sales tax so payable, from the customer M/s Britannia Industries Ltd since the customer is liable for payment of sales tax as per the agreement dated 26.05.1995. 3 a Further, during the year 2008 -09 Company had undertaken substantial expansion as per NEIIP, 2007 / Assam Industrial Policy, 2003. Company has applied for Eligibility Certificate for VAT exemption and other incentives. Company is able to obtain Certificate for Eligibility under process and based on such certificate Company has started availing VAT exemption w.e.f. 18th Sep. 2008, the date of commencement of production post expansion. 4 The company is availing benefit under Central Excise Notification no. 33/99 dated 8th July 1999 and accordingly the Company is getting refund of Central Excise Duties paid from Account Current . C In view of the Accounting Standard-22 on Accounting for Taxes on Income (AS 22) issued by the Institute of Chartered Accountants of India, the Company has made provision for deffered tax The net Deferred Tax Liability as on 31st March 2010 amounting to Rs.49,54,180/- (PY:Rs. 53,17,976/-) has been arrived at as follows :As at 31st March 2010 a) Deferred Tax assets arising from Section 43B disallowance 4,816,160 b) Deferred tax Liabilities arising from Timing differences in the carrying value of fixed assets 9,770,340 4,954,180 5,317,976 (363,796) 4,954,180
Towards earliers years through deduction in Opening Balance For the current year The tax impact for the above purpose has been arrived by applying tax rate of 33.99% being the prevailing tax rate for Indian Companies under the Income Tax Act, 1961
D AS 26 : There are no items that needed to be disclosed as intangible asset as per AS-26. E Provisions involving substantial degree of estimation in measurement are recognised when there is present obligation as a result of past events and it is probable that, there will be an outflow of resources. Contigent liabilities are not recognised but are disclosed in the notes. Contingent assets are neither recognised nor disclosed in the financial statements. F AS 17 :The primary segment of the company is biscuit and other segments are below the required reportable levels as per the AS-17.
G Borrowing costs attributable to the acquisition or construction of qualifying assets is capitalised. All other borrowing costs are charged to revenue.
H Earnings Per Share Profit/(Loss) attributable to the Equity Shareholders (Rs.) Basic/weighted average number of Equity shares outstanding during the year Nominal value of Equity shares (Rs.) Basic / diluted Earnings Per Share (Rs.) I Related parties and their relationship a) Name of Company Britannia Industries Ltd. b) Transaction with the related parties Key Management Personnel Relatives of Key Managem ent Personnel -
10 9.28
10 (0.09)
Holding Co.
Subsidiaries
Associates
Total
Purchases of fixed assets Sale of fixed assets Conversion income Interest paid Loan Repaid WC Advances Taken Equity Management contracts including for deputation of employees
Value 31st March 2010 Rupees 718,307,306 31st March 2009 Rupees 325,623,309 34,950,717 34,950,717
Quantity
31st March 2010 31st March 2009
Value 31st March 2010 Rupees 163,514,142 127,193,039 96,055,708 44,259,391 431,022,280 31st March 2009 % 100 Rupees 192,479,100 192,479,100 % 100 31st March 2009 Rupees 73,587,506 50,094,151 31,766,425 37,031,018 192,479,100
31st March 2009 % 100 100 Rupees 1,347,112 1,347,112 % 100 100
L Licenced and installed capacities per annum - in tonnes Licenced Capacity Product group Biscuit
31st March 2010
Licenced Capacity
31st March 2009
N.A.
N.A.
* Installed capacities are based on the certificate issued by the Department of Industries, Govt. of Assam M Production Product group Biscuits during under POFG Agreement WEF 1st Sep 2008 Biscuits during under Conversion Agreement 31st March 2010 in tonnes 14998 14998 31st March 2009 in tonnes 6873 4153 11025
Quantity Tonnes (a) Opening stock Biscuits (b) Closing stock Biscuits* 351 83
Value Rupees
Quantity Tonnes
Value Rupees
4,018,781
19,519,802
83
4,018,781
N Balance Sheet Abstract and Company's General Business Profile (a) Registration details Registration No. Balance Sheet date (b) Capital raised during the year ( Rupees ) Public Issue Bonus Issue Rights Issue Private Placement 02361 31-03-2010 State Code 02
(c) Position of mobilisation and deployment of funds (Rs.' 000) Total Liabilities Sources of Funds Paid up Capital Reserves and Surplus Unsecured Loans Deferred Tax * Net of Current Liabilities (d) Performance of the Company (Rs.' 000) Turnover Total Expenditure Profit before Tax Profit after Tax Earnings per Share in Rs. Dividend Rate % 706,408 664,380 42,028 35,249 9.28 0 37,995 33,269 28,000 4,954 104,218 Total Assets * Application of Funds Net Fixed Assets Investments Net Current Assets Misc.Expenditure Profit & Loss Account Balance 141,733 0 (37,515) 0 104,218
(e) Generic names of three principal products / services of Company (as per monetary terms) Item Code (ITC Code) 190530 Product Description BISCUITS