adm agro industries india pvt. limited - i-maritime · 2014. 3. 31. · adm agro industries india...

ADM AGRO INDUSTRIES INDIA PVT. LIMITED Regd.Office: B-1, Defence Colony, New Delhi 110024

N O T I C E Notice is hereby given that the SECOND ANNUAL GENERAL MEETING of the members of the Company will be held at its Registered Office at B-1, Defence Colony, New Delhi - 110024, on Tuesday the 27th Day of September, 2011 at 4:00 P.M. at a shorter notice to transact the following business:- ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2011 and

the Profit & Loss Account for the year ended on that date together with the reports of the Directors’ and Auditors’ thereon.

2. To appoint M/s. S.V. Ghatalia & Associates, Chartered Accountants, as Statutory Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS 1. APPOINTMENT OF MR. ASHWIN RAMANLAL PATEL AS A DIRECTOR OF THE

COMPANY. To consider and if thought fit, to pass with or without modification(s), the following as Ordinary Resolution:

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 1956 and such other provisions as may be applicable, Mr. Ashwin Ramanlal Patel, whose term of office as an additional director of the Company expires at this Annual General Meeting be and is hereby appointed as Director of the Company; RESOLVED FURHER THAT Managing Director presently Mr. Kevin Eikerman, , Mr. Sanjay Tanwani, Director or Company Secretary presently Mr. Som Prakash Bathla, of the Company, be and are hereby severally authorised to do all such acts, matters, deeds and things necessary or desirable in connection with or incidental to giving effect to the above Resolution, including but not limited to filing of necessary forms with the Registrar of Companies and to comply with all other requirements in this regard.”

By Order of the Board For ADM Agro Industries India Pvt. Limited

Place : Gurgaon Date : 27th September, 2011 sd/-

Company Secretary Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend

and on a poll, to vote instead of himself. A proxy need not be a member of the Company. Proxies in order to be effective must be received by the company not less than 48 hours before the meeting.

2. Proxy form is sent herewith. 3. Please intimate any change in your address to the Company.

Explanatory Statement pursuant to Section 173 of the Companies Act, 1956: Item No. 1. The Board of Directors of the Company at their meeting held on 29th July, 2011 appointed Mr. Ashwin Ramanlal Patel as Additional Director of the Company to hold office till the ensuing Annual General Meeting of the Company and puts forth his appointment as regular director for the approval of the members. None of the Directors except Mr. Ashwin Ramanlal Patel is concerned or interested in the resolution.

By Order of the Board

For ADM Agro Industries India Pvt. Limited

Place : Gurgaon Date : 27th September, 2011 sd/-

Company Secretary

ADM AGRO INDUSTRIES INDIA PVT. LIMITED Regd.Office: Khaitan House, B-1, Defence Colony,

New Delhi 110024 Ph: 46501000 Fax: 24337958

PROXY FORM No. of Shares held :……………………. Client ID/Folio No. …………………… I/We …………………………………………………………………….. of being a Member/s of ADM Agro Industries India Pvt. Limited hereby appoint ……………………………of …………………... or failing him ……………………………………………. of ……………………………………………….. …………………… as my/our proxy to vote for me/us on my/our behalf at the 2nd ANNUAL GENERAL MEETING of the Company to be held at its registered office on Tuesday, the 27th September, 2011 at 4:00 PM and at any adjournment thereof. Signed this …………………….. day of …………………………….2011 Member’s Signature ……………………………………………

Affix Re.1/-

Revenue Stamp

ADM AGRO INDUSTRIES INDIA PVT. LIMITED Regd.Office Defence Colony, New Delhi 110024

DIRECTORS’ REPORT To The Shareholders, Your Board of directors are pleased to present the Second Annual Report of your Company together with the Audited Statement of Accounts and Auditors’ Report for the financial year ended 31st March, 2011. The Summarized financial results for the year ended are as under: FINANCIAL HIGHLIGHTS

PARTICULARS 31ST MARCH, 2011

(RUPEES) 31ST MARCH, 2010

(RUPEES)Total Income 335,373,295 269,285Less: Total Expenditure (455,086,238) (33,787,362)Net profit/(Loss) Before Depreciation & Tax

(119,712,943) (33,518,077)

Less: Depreciation (3,225,570) (154,327)Net Profit/(Loss) (122,938,513) (33,672,404)Balance Brought forward from previous year (33,672,404) 0Total Profit/(Loss) as per Balance Sheet (156,610,918) (33,672,404)

COMMERCIAL OPERATIONS Your Company was in the process of evaluating various project proposals for setting up plants at various locations and during the year under review has keeping in line with its business objectives acquired the Undertaking of Madhur Agro Proteins Limited (“MAPL”), having its plant at Nagpur, consisting of business of soybean seed crushing and edible oil refining, manufacturing of de-oiled cakes, processing of by-products etc.. The commercial operations of your Company at this Nagpur Plant started only after the period under review. SHARE CAPITAL: The Company was incorporated with an initial authorised share capital of Rs. 10,000,000 (One Crore only) which was increased to Rs. 100,000,000 (Ten Crores only) during the year under review with the approval its members at the Extra Ordinary General Meeting of the Company held on 6th October, 2010.

The Paid up capital of the Company was increased from Rs. 11,65,840 to 34,308,660 during the year under review. Your Company made two allotments on 15th October, 2010 for 58,365 Equity shares of the face value of Rs.10/- (Rupees Ten) each to ADM China Corn Holdings Limited at a premium of Rs. 90/- (Rupees Ninety only) each aggregating to Rs. 58,36,500/- (Rupees Fifty Eight Lacs Thirty Six Thousand five Hundred only) and on 1st March, 2011 for 32,55,917 Equity shares of the face value of Rs.10/- (Rupees Ten) each to ADM Interoceanic Limited at a premium of Rs. 90/- (Rupees Ninety only) each aggregating to Rs.32,55,91,700/- (Rupees Thirty Two Crores Fifty Five Lakhs Ninety One Thousand Seven Hundred only). TRANSFER TO RESERVES/DECLARATION OF DIVIDEND Your Company being a newly incorporated company; huge expenditure and initial business investments have been made to start its commercial operations. So no profits have been earned by the Company during


the period under review, therefore, the Directors do not recommend any Dividend for the current period. There being no profits, no amounts have been transferred to the reserves. AQUISITION OF SHARES IN OTHER COMPANIES AFTER THE PERIOD UNDER REVIEW ADM Interoceanic Limited, the major shareholder of your Company also having two existing Joint Venture Companies in India namely Tinna Oils & Chemicals Limited (“TOCL”) and Tinna Agro Industries Limited (“TAIL”) respectively, entered into negotiations with the respective minority shareholders of these two Joint Venture Companies for settlement of dispute going on in between the shareholders of these Companies. Share Sale and Purchase Agreements (“SSPAs”) for sale of 25% shareholding held by minority shareholders in TOCL and TAIL each, were executed in July, 2011 towards settlement of various disputes / litigations between the respective Company’s minority and majority shareholders group, whereby your Company, being Indian subsidiary of ADM Interoceanic Limited became party to the SSPAs and purchased the shares of the Minority shareholders of TAIL and TOCL constituting 25% shares in TAIL and TOCL respectively aggregating to 70,71,925 shares in TAIL and 42,29,199 shares in TOCL . Further, pursuant to another Share Sale and Purchase Agreement executed amongst the erstwhile shareholders of Geepee Agri Private Limited (“Geepee”) in April, 2011, a Company which had its registered office at Gauri Sadan, e-701, 7th Floor, 5, Hailey Road, New Delhi-110 001 earlier and engaged primarily in the business of manufacturing, importing, exporting, trading and processing of soyabean and its products, de-oiled cakes, refined oil, vanaspati and other types of edible/non-edible oils and processing of oil and vegetable seeds, which is in similar line of business as that of your Company, your Company acquired the entire shareholding in Geepee in August, 2011 aggregating to 48,611,251 equity shares of face value of Rs.10 each thus making Geepee its wholly owned subsidiary.

The aforesaid acquisitions have been made after the period under review.

SUBSIDIARY Your Company doesnot have any subsidiary company in the period under review. DIRECTORS Mr. Peter Hopp and Mr. Martin Kropp, Directors resigned from the Directorship of the company on 1st December, 2011 and 6th December, 2011, respectively.

Mr. Ashwin Ramanlal Patel was appointed as Additional Director in your Company at the Board Meeting held on 29th July, 2011 to hold office till the ensuing Annual General Meeting of the Company.

In View of Clause 29 of the Articles of Association of your Company and provisions of Section 255 and 256 of the Companies Act not being applicable to your Company, none of the Directors are liable to retire by rotation. PUBLIC DEPOSITS

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956. SHIFTING OF GURGAON OFFICE


The Gurgaon office of your Company earlier situated at U&I Business Centre, Room No. 202, Plot No. 47 Sector 32, Gurgaon has now shifted to Vatika Business Park, Block-2, 6th Floor, Gurgaon Sohna Express Way, Sector-49 Gurgaon in the month of May, 2011. DIRECTOR’S RESPONSIBILITY STATEMENT In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 with regard to the Directors’ responsibility Statement , the Board of Directors confirms that :-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(b) the selected accounting policies were applied consistently and the Directors 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 as at 31st March, 2011 and of the Profit or Loss of the company for the period ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and the preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis. DISCLOSURES UNDER SECTION 217(1) (d) OF THE COMPANIES ACT, 1956: Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the company occurred between the end of the financial year of the Company and date of report. PARTICULARS OF ENERGY CONSERVATION, ETC. Particulars in respect of Conservation of Energy and Technology Absorption required under section 217(1)(e) of the companies act, 1956, read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given as a separate annexure vide Annexure A, attached hereto and forms part of this report. The information on foreign exchange earning/outgo is contained in the notes forming part of accounts and also forms part of Annexure A. PERSONNEL Particulars of Employees, as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this report and is enclosed as a separate annexure vide Annexure B. Your Directors wish to acknowledge the support and valuable contributions made by the employees, at all levels. We continue to motivate and provide requisite training to our workforce to enhance their contribution towards the goals of your Company. AUDITORS The present Auditors, M/s. S.V. Ghatalia & Associates, Chartered Accountants, vacate their office at the conclusion of the ensuing Annual General Meeting. Your Board recommends their re- appointment from the conclusion of the ensuing Annual General Meeting, till the conclusion of the next Annual General Meeting


subject to their confirmation that appointment so made shall be in accordance with the limits prescribed under Section 224 (1B) of the Companies Act, 1956. EXPLANATION TO AUDITORS’ REPORT PURSUANT TO SECTION 217(3) OF THE COMPANIES ACT, 1956 1.Auditors’ Remark : Undisputed Statutory dues including, PF, ESI, income-tax, service tax, custom duty and cess have generally been regularly deposited with the appropriate authorities though there has been slight delays in few cases (Clause (ix)(a) of Auditors’ Report):

Management’s Reply: Your Company has been regular in depositing un-disputed statutory contributions with the appropriate authorities, although there have been slight inadvertent delays in a few stray cases, due to administrative reasons. These have since been paid and there are no amounts outstanding.

2.Auditors’ Remark: According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we report that Company has used short term funds for long term investments. The Company has deployed short term loan amounting to Rs. 106,453,655 to fund losses for the year (Clause xvii) of Auditors’ Report):

Management’s Reply: Your Company does not have a practice of raising long term funds and during the current year, the Company has only two trade consignments worth of INR 331.77 mm and its plant operations were under progress, hence all operating and non-operating expenditures are funded through working capital arrangements. The company has made investments of INR 106.45 mm, from the funds raised on short term basis. ACKNOWLEDGEMENTS Your Directors would like to express their sincere appreciation towards the stakeholders and employees of the Company for their continued co-operation and support.

For and on behalf of the Board

ADM Agro Industries India Private Limited Place: Gurgaon Date: 27th September, 2011 sd/- sd/-

Managing Director Director

ADM AGRO INDUSTRIES INDIA PVT. LIMITED Regd.Office B-1, Defence Colony, New Delhi 110024

ANNEXURE A TO THE DIRECTORS’ REPORT CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. CONSERVATION OF ENERGY (a) Energy Conservation measures taken -

Maintained Power Factor at optimum level. 0.97

(b) Additional Investments and proposals, if any, being implemented for reduction of Consumption of energy – N.A. (c) Impact of the measures at (a) and (b) for reduction of energy consumption and consequent

impact on the cost of production of goods –

Maintenance of Power Factor close to unity has resulted in annual savings of Rs. 22,455.49 Lakh during the financial year ended March 31, 2011.

(d) Total Energy Consumption and energy consumption per unit of production as per prescribed From – A is as mentioned below.

FORM A (Rule 2)

A. Power and fuel consumption Financial Year Ended March 31,

2011

Financial Year Ended March 31,

31, 2010

1. Electricity Current Year Previous Year

(a) Purchased

Unit (in Nos.) 24825 N.A

Total Amount (in Rs.) 179720 N.A

Rate/ unit (Rs.) 7.23/UNIT N.A

(b) Own generation

(i) Through diesel generator Current year Previous year

Units (in Nos.) N.A N.A

Units per ltr. Of Diesel Oil (in Nos.) N.A N.A

Cost/unit (in Rs.) N.A N.A

(ii) Through steam turbine/generator


Units (in Nos.) N.A

Units per ltr. Of fuel oil/gas (in Nos.) N.A

Cost/units (in Rs.) N.A

2. Coal (specify quality & where used) (Used 4500 GCV Indian Coal and 5400 GCV Imported Coal) Coal was used for steam generation

Current year Previous year

Quantity (MT) N.A N.A

Total Cost (Rs.) N.A N.A

Average rate /units (Rs. per MT) N.A N.A

3. Furnace oil (Used for Steam Generation)


Quantity (ltrs.) N.A N.A

Total cost (Rs.) N.A N.A

Average rate / units (Rs. per Ltrs) N.A N.A

4. Baggase (Used for Steam Generation)


Quantity (MT) N.A N.A

Total cost (Rs.) N.A N.A

Average rate / units (Rs. per MT) N.A N.A

5. Others/internal generation (give details) Current year Previous year

Quantity N.A N.A

Total Cost N.A N.A


Average Rate/unit (Rs. per Unit) N.A N.A

B. Consumption per unit of production Standards if any


Products (with details) unit N.A. N.A.

Soya DOC Production (MT) Electricity Consumption (Kwh per MT) Steam Consumption (Kgs per MT)

N.A. N.A.

Sunflower DOC Production (MT) Electricity Consumption (Kwh per MT) Steam Consumption (Kgs per MT)

N.A. N.A.

Sunflower Refined Oil Production (MT) Electricity Consumption (Kwh per MT) Steam Consumption (Kgs per MT)

N.A. N.A.

Soya Refined Oil Production (MT) Electricity Consumption (Kwh per MT) Steam Consumption (Kgs per MT)

N.A. N.A.

Notes: 1. Please give separate details for different products/items produced by the company. 2. Please give reasons for variation in the consumption of power and fuel from standards of previous year. 3. In case of production of different varieties/ specifications consumption details may be given for equivalent production. FORM B (FOR TECHNOLOGY ABSORPTION) (RULE 2) Research & Development (R&D) 1) Specific areas in which R&D carried out by the company - N.A.


2) Benefits derived as a result of above R&D - N.A. 3) Future plan of action - N.A. 4) Expenditure on R&D: NIL a) Capital b) Recurring c) Total d) Total R & D expenditure as a percentage of total turnover Technology Absorption, Adaptation and innovation

1. Efforts in brief made towards technology absorption, adaptation and innovation - N.A. 2. Benefits derived as a result of the above efforts – N.A. 3. In case of imported technology (imported during last 5 years reckoned from the

beginning of the financial year), following information may be furnished: a) Technology imported. b) year of import. c) has technology been fully absorbed

d) if not, areas where this has not taken place, reasons therefore and future plans of action. – N.A.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Activities relating to Exports; initiatives taken to increase exports; development of new export markets for products and services; export plans

During the year under review your Company has not made export. B. Total Foreign Exchange used and earned Current Previous Year Year 2010-11 2009-10 Foreign Exchange earned (in Rs.) Nil Nil Foreign Exchange used (in Rs.) 23,114,781 9,280,806 Date: 27th September, 2011 For & on behalf of the Board For ADM Agro Industries India Pvt. Ltd. Sd/- sd/-

(Managing Director) (Director)

adm agro industries india pvt. limited - i-maritime · 2014. 3. 31. · adm agro industries india...

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