SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
C O N T E N T S
Board of Directors
Audif Committee
Compensation
Committee
Shareholder/Investor
GrievanceCommittee
Company Secretary &
Compliance Officer
Auditors
Page No.
Bankers
Notice to Shareholders 2
Directors' Report 5
Management Discussion &
Analysis Report . 9
Corporate Governance Report 12
Auditors' Report 17
Balance Sheet 20
Profit & Loss Account 21
Schedule to Accounts 22
Notes on Accounts 27
Registered .Office
Factories
Mr. ABRAHAM J. THARAKAN
Chairman and Managing Director
Mr. JANI CHACKO UTHUP
Mr. WARREN NICK GAFFNEY
Mr. VENUGOPAL T. K. MENON
Mr. PANKAJ PATTOM
Mr. P. RAMKUMAR
(Nominee of State Bank of Travancorej
Mr. ABRAHAM J. THARAKAN
Chairman
Mr. JANI CHACKO UTHUP
Member
Mr. VENUGOPAL T. K. MENON
Member
Mr. ABRAHAM J. THARAKAN
Chairman
Mr. JANI CHACKO UTHUP
Member
Mr. VENUGOPAL T. K. MENON
Member
Mr. ABRAHAM J. THARAKAN
Chairman
Mr. JANI CHACKO UTHUP
Member
Mr. VENUGOPAL T. K. MENON
Member
Mr. S. P. KAMATH, Secretary
Mr. S. P. KAMATH
Mis. P. VENUGOPAL & Co.
Chartered Accountants
Alleppey District, Kerala
STATE BANK OF TRAVANCORE
Industrial Finance Branch
Malankara Centre
M.C. Road, Cochin-682 035
INDIAN BANK
Willingdon Island
Cochin - 682 003
BANK OF TOKYOMITSUBISHI LIMITED
'Jeevan Prakash'
Sir Phirozshah Mehta Road
Fort, Mumbai—400 001
Amalgam House
XXIV/1604, Plot No. 9, Bristow Road
Willingdon Island, Cochin-682 003
Ezhupunna, Alleppey Dist.
Pin - 688 548, Kerala
Kurumaddali, Pamarru
Krishna Dist., A.P. - 521 157
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
NOTICE is hereby given that the Fourteenth Annual
General Meeting of the members of the Company will be held on Tuesday, the 30th day of December 2003 at
Hotel Casino, Willingdon Island, Cochin-682 003 at
10.30 a.m. to transact the following business:-
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited Balance
Sheet as on 31st March 2003, and the Profit and
Loss Account for the year ended as on that date and the Report of the Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Jani Chacko
Uthup who retires by rotation at this meeting and being eligible offers himself for re-appointment.
3. . To appoint 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:
4. To consider, and if thought fit, to pass with or without modifications, the following resolution as an
Special Resolution:-
•RESOLVED THAT the pursuant to the applicable provisions of the Companies Act, 1956, Securities
Contracts (Regulation) Act and the Rules framed thereunder, SEBI (Delisting of Securities) Guidelines
2003, Listing Agreement and all other applicable laws, regulations and guidelines and subject to such approval, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any authority while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as 'the Board* which term shall be deemed to include any Committee thereof for the time being exercising the powers conferred on the
Board by this resolution), approval of the Company be and is hereby accorded to the Board for voluntary delisting of the equity shares of the
Company without giving an exit option to the
Shareholders from Delhi, Kolkatta & Ahmedabad
Stock Exchanges.
"RESOLVED FURTHER THAT THE Board of Directors of the Company including any Committee(s) thereof formed for the time being to exercise the powers conferred by the Board be and is hereby authorised to take all necessary steps in this regard to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable and settle any question, difficulty, doubt that may arise in this regard to voluntary delisting of the equity shares from any of the aforesaid Stock
Exchanges and to execute all such deeds, documents, writings as may be necessary, expedient or desirable as it may deem fit and for this purpose delegate the authority duly vested in it by virtue hereof to any
Director of the Company or Secretary or any other person who it may consider suitable to do the various acts, deeds and things required to give effect to this resolution".
5. Change of Name:
To consider, and if thought fit, to pass, with or without modifications, the following resolution as a
Special Resolution:-
"RESOLVED THAT subject to the approval required under Section 21 of the Companies Act, 1956, the name of the Company be changed from Innovative
Marine Foods Ltd. to Innovative Foods Limited and that the name of the Company shall be Innovative
Foods Ltd. with effect from the date of issue of fresh
Certificate of Incorporation by the Registrar of
Companies, Kerala in that behalf, and accordingly the name Innovative Marine Foods Ltd. wherever it occurs in the Memorandum and Articles of Association of the Company be substituted by the name
Innovative Foods Limited".
6. To consider, and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:-
'RESOLVED THAT Mr. Pankaj Pattom who was appointed as an Additional Director of the Company by the Board of Directors and holds office upto this meeting under Section 260 of the Companies Act,
1956 and in respect of whom the Company has received notice in writing from the members pursuant to Section 257 of the Companies Act, 1956
- 2 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
proposing his candidature for the office of Director, be and is hereby appointed as a Director of the
Company, liable to retire by rotation".
EXPLANATORY STATEMENT PURSUANT TO
SECTION 173 (2) OF THE COMPANIES
ACT, 1956
Item No. 4
At present, the Company's Securities are listed on the
Stock Exchanges at Mumbai, Cochin, Delhi, Ahmedabad and Kolkatta. The Shares of the Company are compulsory traded only in dematerialised form by all categories of Investors in the Stock Exchanges with effect from 29th January 2001.
As the Stock Exchange, Mumbai (BSE) have provided wide networking, investors have access to online dealings in the Company's Securities across the country.
The Company's Shares are mostly traded at the Stock
Exchange at Mumbai.
The trading volumes and liquidity of the Shares of the
Company at the Stock Exchanges at Delhi, Ahmedabad and Kolkatta are either nil or low compared to the volume and liquidity of the Shares of the Company at the Stock Exchange at Mumbai.
The Listing Fees payable to Stock Exchanges at' Delhi,
Ahmedabad and Kolkatta are disproportionate to the volume and trading at these Stock Exchanges. It is therefore, proposed to delist the equity shares of the
Company at these stock exchanges.
Members' approval is being sought for enabling voluntary delisting of shares of the Company from
Stock Exchanges at Delhi, Ahmedabad and Kolkatta.
The delisting is proposed as per SEBt (Delisting of
Securities) Guidelines 2003. As permitted in these guidelines, keeping in view the fact that the Company's shares continue to be listed on BSE and Cochin Stock
Exchange, the Company proposes to delist shares from the Stock Exchanges at Delhi, Ahmedabad and Kolkatta without giving an exit option to the Shareholders.
The proposed delisting of the Shares of the Company from the Stock Exchanges at Delhi, Ahmedabad and
Kolkatta as and when the same takes place, will not adversely affect the investors. The Shares of the
Company will continue to be listed at BSE and Cochin
Stock Exchange.
The delisting will take effect after all approvals, permissions and sanctions are received. The exact date on which delisitng will effect will be suitably notified at that time.
The Directors recommend the resolution as set out in item No. 4 for approval.
None of the Directors of your Company is concerned or interested in this resolution except to the extent of their shareholding in the Company.
Item No. 5
The Company had earlier done a detailed study and have realized the vast potential for retail distribution and sale of all types of food items. Further, the chief promoters of the Company are well experienced in the food industry in the areas of procurement, manufacturing, processing and marketing (both domestic and export) of processed foods.
Therefore, it is proposed to change the name to
Innovative Foods Limited. The Company has already received the name availability letter from the Registrar of Companies, Kerala. The approval of the Board of
Directors of the Company has been obtained at the
Board Meeting held on 30th October 2002 for the said change in the name of the Company.
For changing the name of the Company, approval of the shareholders is necessary under the provisions of
Section 21 of the Companies Act, 1956.
Your Directors, therefore, recommend the resolution for your approval.
None of the Directors of your Company is concerned or interested in this resolution except to the extent of their shareholding in the Company.
Item No. 6
Mr. Pankaj Pattom who was appointed as Additional
Director of, the Company by the Board of Directors during the year under Section 260 of the Companies
Act, 1956 holds office only upto the date of the Annual
General Meeting of the Company. As required under
Section 257 .of the Companies Act, 1956 the notices have been received from the members signifying their intention to propose the above named person for the office of Director of the Company. The Board of
Directors recommend his appointment as'Director.
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
None of the Directors of your Company except
Mr. Pankaj Pattom are concerned or interested in this resolution except to the extent of their shareholding in the Company.
NOTES
1. The Company had received the approval from the
Registrar of Companies, Kerala extending the time for holding the Annual General Meeting upto
31-12-2003. The Extension of time was necessitated in view of the restructuring exercise being carried out by the Company.
2. A member entitled to attend and vote at the meeting is entitled to appoint one.or more proxies te attend and vote only on a poll instead of himself and a proxy need not be a member. The instrument appointing proxy should however be deposited at the
Registered Office of the Company not less than 48 hours before the commencement of the meeting.
3. The members are requested to notify immediately any change in their address to the Company and in case their shares are held in dematerialised form, this information should be passed on to their respective Depository Participants without any delay.
4. In- all correspondence with the Company, members are requested to quote their account/folio numbers and in case their shares are held in the dematerialised form, they must quote their Client ID Number and their DP
ID Number.
5. All documents referred to in the Notice are open for inspection at the Registered Office of the Company on all working days except Saturdays and Holidays between 11 A.M. to 1.00 P.M. upto the date of the
Annual General Meeting.
6. Register of Members and Register of Share Transfers wi|l be closed from 16th December 2003 to 30th
December 2003 (Both days inclusive).
7. Any clarification required on any item of the Agenda may be referred to the Company in writing so as to reach the Registered Office of the Company not less than 48 hours before the Commencement of the meeting to facilitate the compilation of the data and keep the information ready.
8. With a view to serve the Members better and for administrative convenience, an attempt has been made to consolidate the multiple folios. Members, who are still holding shares in identical names in more than one folio are requested to write to the
Company to enable the Company to consolidate their holdings in one folio.
9. Members can avail of the nomination facility by filing Form 2-B, as prescribed under Companies
(Central Government's) General Rules and Forms,
1956, with the Company. Blank Forms will be supplied on specific requests. Please note that the facility of nomination is not available to nonindividual shareholders such as Bodies Corporate,
Kartas of HUFs, Partnership Firms, Societies, Trusts and holder of Power of Attorney.
10. Members who hold shares in de-materialised form are requested to bring their Client ID and DP ID
Nos. for easier identification of attendance at the meeting.
11. MEMBERS/PROXIES SHOULD BRING THE
ATTENDANCE SLIP SENT HEREWITH FILLED IN
FOR ATTENDING THE MEETING.
12. As required under Clause 49 (vi) of the Listing
Agreement, given below are the details of Mr. Jani
Chacko Uthup who retires by rotation and is eligible for re-appointment.
Mr. Jani Chacko Uthup aged 55 years, a graduate from Christian College, Chennai has experience of more than 40 years in the Corporate Management.
He is a specialist in tea tasting and has widely travelled abroad. With his rich experience, the company feels that his presence on the Board will help the Company in critical .decision making.
Cochin
05-11-2003
By Order of the Board
Sd/-
S. P. KAMATH
Company Secretary
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Dear Members,
Your Directors have pleasure in presenting the
14th Annual Report of your Company along with the Audited Accounts for the year ended 31st
March, 2003.
FINANCIAL HIGHLIGHTS
Particulars
Turnover
Other Income
ProfitALoss) before Depreciation
Depreciation
Profit/doss) before Taxes
Provision for Tax
Profit/(Loss) after Taxes
Year ended
31-03-2002
(Rs. in million)
Year ended
31-03-2003
_
22.59
(48.37)
(13.74)
(62.11)
Nil
(62.11)
_
63.14
(26.37)'
(13.69)
(40.06)
Nil
(40.06)
OPERATIONS AND FUTURE PROSPECTS
During the year under review, the Company
.continued to do the job work for other exporters in order to keep the factories in operating condition. The Company was unable to export on its own due to lack of Working Capital. For the year ended 31st March 2003, the Company derived a total revenue of Rs. 63.14 million from the lease operations and the Net Loss after interest and depreciation was Rs. 40.06 million. The major portion of this loss is attributed to the depreciation and interest which alone accounted for Rs. 98.83
million.
The Company is currently negotiating with banks and financial institutions for the one time settlement of their liabilities and the discussions are in the advanced stage. The Company hopes to get substantial relief from the banks and financial institutions.
DIVIDEND
Since your Company has not made any profits during the year under review, your Directors have not recommended any dividend.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from the public during the year under review.
DIRECTORS
Mr. jani Chacko Uthup, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.
During the year, Mr. Pankaj Sunny Pattom was coopted as an Additional Director on the Board.
AUDITORS
M/s. P. Venugopal & Co., Chartered Accountants,
Alleppey District, Kerala, the Company's Auditors will retire on the conclusion of the forthcoming
Annual General Meeting and are eligible for reappointment.
AUDITOR'S REMARKS
The explanations for the observations of the
Auditors have been separately given in Addendum to the Directors' Report attached herewith.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO
Information regarding Conservation of Energy,
Technology Absorption, Research and Development and Foreign Exchange Earnings and Outgo as per Section 217 (1) (e) of the Companies Act,
1956 have been provided in the Annexure to this report.
PERSONNEL
Information of Employees drawing salary of not less than Rs. 2,00,000/- per month is required to be provided under Section 217 (2A) of the'
Companies Act, 1956. There being no employee falling in the above category during the year, the same is not furnished.
INFORMATION UNDER THE LISTING
AGREEMENT
The statement containing details as required under the relevant Clauses of the Listing Agreement with the Stock Exchanges is appended hereto and forms part of this Report.
THE CORPORATE GOVERNANCE CODE
The Securities and Exchange Board of India has introduced a code of Corporate Governance for implementation by the listed companies by an amendment to the Listing Agreement. The Company has taken necessary steps to incorporate these amendments.
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217
(2AA) of the Companies Act, 1956 with respect to
Directors' Responsibility Statement, it is hereby confirmed:i) That in the preparation of the annual accounts for the financial year ended 31st March 2003, 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 judgements and estimates that were 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 profit or loss of the Company for the year under review; iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors had prepared the accounts for the financial year ended 31st March
2003 on a 'going concern' basis.
APPRECIATION
Your Directors place on record their sincere appreciation of the services rendered by the
Employees of the Company and are grateful to the
Financial Institutions and Banks for timely assistance. Your Directors are also grateful to the
Shareholders, Collaborators, Customers and
Suppliers of the Company for their continued valuable support.
Place : Cochin
Date : 29-05-2003
For and on behalf of the
Board of Directors
Sd/-
A. J. THARAKAN
Chairman & Mg. Director
ADDENDUM TO THE DIRECTORS' REPORT FOR THE YEAR ENDED 3tST MARCH 2003
Comments of the Board of Directors on the observations of the Auditors:-
1) Point No. 17 of Clause No. I:-
The Auditors have commented that there has been some delay in depositing the Provident
Fund.
The Board of Directors wish to clarify that the delay was mainly due to the acute shortage of funds faced by the Company. In addition, the delay in remittance of PF dues was also due to the time taken by the Banks for the realisation of cheques in the normal course of banking.
However, the Company has remitted all the amounts and currently no amount is outstanding.
2) Sub-Clause No. VI of Clause No. II:-
The Auditors have commented regarding certain outstanding balances/Debtors/Loans and
Advances, which are subject to confirmations.
In this regard, the Directors wish to clarify that the Company had sent confirmation letters to all the Debtors and Creditors as per the routine audit practice. However, the confirmations have been received only from few.
Note No. 17 regarding the notes on accounts adequately explain the observation of the
Auditors under Clause II Sub-clause (vi) preparation of accounts on a going concern basis.
- 6 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
A. ENERGY CONSERVATION MEASURES TAKEN:
Monitoring of motor rating versus actual current drawn by each motor and its analysis with the type of load.
Constant monitoring of grid power factor and suitable capacitor correction done whenever required.
Low pressure valve glands and its respective valve stations checked for leaks.
Noncondensible gases are purged out using automatic air purgers.
A healthy refrigeration system consumes lesser energy and provides better refrigeration effect.
Waste heat recovery plants, both hot and cold, work-outs are under process. Spent water from chiller unit is used to precool make up water for the same. Also the same for condenser and cooling tower make up water facilities.
Total Energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of
Industries specified in the schedule thereto.
B. TECHNOLOGY ABSORPTION:
Efforts made in technology absorption as per
Form B of the annexure.
C. FOREIGN
OUTGO:
EXCHANGE EARNINGS AND
The details of Foreign Exchange earnings and outgo are given in Part C of this annexure.
POWER & FUEL CONSUMPTION
1. ELECTRICITV
Current year a) Purchased
Unit Nil
Previous year
491,004
2. COAL (Specify quality and where used) (Nil)
Quantity (Tonnes)
Total Amount
Average rale
Current year
NA
NA
NA
Previous year
NA
NA
IMA
Total Amount
(Rs.) Nil
Rate/Unit (Rs.) N/A b) Own Generation i) Through Diesel Generator
Unit Nil
/
Unit per Itr.
ofdieseloil Nil
Cost per unit (Rs.) N/A ii) Through Steamturbine/
Generator
Unit Nil
Unit per Itr.
of fuel oil/gas N/A
2,291,728
4.67
57,800
2.89
5.29
Nil
N/A
3. FURNACE OIL
Quantity (Tames)
Total Amount
Average rate
N/A
NA
NA
NA
NA
NA
OTHERS/INTERNAL GENERATION
(Please give details)
Quantity (Tonnes) NA NA
Total Amount NA NA
Average rate NA NA
CONSUMPTION PER UNIT OF PRODUCTION
Product (with details)
Unit
Electricity
Furnace Oil
Coal (Specify quality)
Others (Specify)
Standards
(if any)
Nil
Nil
-
-
-
Current
Year(l)
Nil
Nil
Unit/MT
Nil
Nil
Nil
Previous
Year (2)
242 M.T.
2,271.93
Unit/MT
Nil
Nil
Nil
Cost per unit (Rs.) N/A N/A
- 7 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
FORM - B (See Rule 2)
FORM FOR DISCLOSURE OF PARTICULARS WITH
RESPECT TO TECHNOLOGY ABSORPTION
RESEARCH AND DEVELOPMENT
1. Specific areas in which R & D carried out by the company Nil
2. Benefits derived as a result of the above R & D Nil
3. Future plan of action
Developing new products/improved packing to enhance the demand in
International Market Nil
4. Expenditure on R & D a) Capital Nil b) Recurring Nil c) Total Nil d) Total R & D expenditure as a percentage of total turnover Nil
TECHNOLOGY ABSORPTION
ADAPTATION AND INNOVATION
1. Effort in brief, made towards absorption, adaptation and innovation Nil
2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution Nil
3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished.
a) Technology imported Nil b) Year of import N.A.
c) Has technology been fully absorbed N.A.
d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action N.A.
FORM A - PART 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 and export plans: Not applicable b> Total Foreign Exchange used and earned:
Earnings and Foreign Currency:
C & f Value of Exports Rs. Nil
Expenditure:
Foreign Travel
Sales Commission
GIF value of imports:
Legal Fees
Rs.
Rs.
Rs.
Rs.
Nil
Nil
Nil
Nil
- 8 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Directors have the pleasure of presenting the
Management Discussion and Analysis Report for the year ended 31st March 2003.
THE BUSINESS
M/s. Innovative Marine Foods Limited (IMFL) was incorporated on 1st September 1989 in the State of Kerala with its Registered Office at Amalgam
House, Bristow Road, Willingdon Island, Cochin-
682 003. The Company was promoted by
M/s. Amalgam Foods Limited, the parent company of Amalgam Group, Cochin in association with multinationals like M/s. Mitsubishi Corporation,
M/s. Saudi Fisheries Company, M/s. Gourmet
Club Corporation, M/s. Ristic GmbH, Germany,
M/s. Seaproducts SRL, Italy who are among the leaders in the Seafood Industry in the respective countries.
In the early 90's the group identified new opportunities in the wake of changes in the Seafood
Industry with the shifting of production base from developed countries and for moving up the value chain into more profitable retail segments. With a view to effectively leverage its core competence and seize these opportunities IMFL set up two state of art processing plants at Pamarru in
Andhra Pradesh and Ezhupunna in Cochin during
1994-95. Each plant was unique in terms of its facilities with a distinct edge over competition and proximity to raw material resources.
However, a combination of following events totally beyond the control of the Company seriously affected its performance.
> Set back of Shrimp aquaculture in India.
> Detention of Cooked Shrimp by- the United
States Food and Drug Authorities (USFDA)
> Unilateral ban on the import of seafood from
India by the European Union.
> Loss of benefit due to change in Exim Policy.
The combination of all the above factors resulted in the total erosion of the Company's net worth during 1999 and the Company was referred to
BIFR for determination of suitable measures which may be adopted in respect of this Company.
Accordingly, the Company submitted various proposals to the Banks/Financial Institutions, however they were not considered favourably. The management is now working on an alternate proposal by which the substantial liability of the Banks/
Financial Institutions can be paid so that the interest burden of the Company will be reduced resulting in substantial saving for the Company.
The Amalgam Group has strong belief in IMFL's potential as would be evident from the fact that large amount of money were injected into this
Company from other Group Companies and the promoters would extend whatever possible help in this regard.
EXPORT SCENARIO
The export of Marine Products has shown an increasing trend in 2002-03. The increase was
3.65% in quantity, 13.99% in rupee realisation and 12.23% in US $ realisation. The average unit value realised was US$ 3.20 per kg. compared to
US$ 295 per kg. of the previous year.
EXPORT PERFORMANCE OF INDIAN SEAFOODS
Although Indian Seafood Industry has developed considerable expertise, at-least in frozen shrimp, neither it could keep pace with the expanding world market nor is it able to exploit the potentiality of the domestic market of frozen fish product.
- 9 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
The industry should make a detailed market research to explore various possibilities in the domestic market not only for optimal utilisation capacity but also to absorb shocks emanating from the vagaries of the world market. Cured and canned fish products have not shown any significant export possibilities in India.
Indian Seafood export and its prospects cannot be viewed in isolation. An integrated action plan relating domestic fish production, technological level of processing and preservation, a well researched marketing focus and strategy both in respect of areas and product categories, and finally physical and financial carrying capacity of exporter, is required to be developed. We Ijave seen that compared to many of the exporting countries of South East Asia the price realisation in
India is much lower, though existing trend of production will not be able to cope with the rising domestic demand of fish, yet there is an imperative to earn precious foreign exchange by exporting fish products. The call of the day is not so much to increase share of export in the total production but to increase domestic products of fish and attempt towards higher price realisation by developing an appropriate matrix of fish products for exports.
As value added component in various peeled forms presently constitute about 50% of total exports, attempts should be made to increase the share of peeled form for better price realisation.
The cost-benefit analysis of such a step should be examined in greater depth to evolve a right kind of policy direction.
Africa and South America and several small countries like Mauritius, Mali, Maldives, Malta etc.
USA emerged us the single largest market for
Indian Marine Products in value terms during
2002-03 relegating Japan to the second position.
Any adverse movement either in the domestic production or in the shrimp market of Japan/USA may cause a threat to Indian Seafood Industry. It is therefore necessary to simultaneously develop strategy for customer oriented diversification to spread the intra-market risk which should not be limited to Japan, US alone but applicable to all the .
export markets. Shrimp oriented export trend is visible in the case of US also.
Indian Seafood Export Industry is presently passing through a period of severe crisis. Financial
Analysis from published data indicates that during the past three years the industry has suffered erosion of networth to the tune of over 50%.
Statistically projected export value, even at the average level may not be achievable unless corrective measures are taken immediately to revive the industry.
High fluctuations in overseas market make the seafood business more risky in comparison to other industries engaged in export. Part of these risks also emanates from fluctuation of domestic catches and procurement of fish. Presently, riskiness in fish production is rather low by volume. Analysis of responses of the Banks/FIs indicate that riskiness of Seafood Export Industry varies between moderate to high.
INDIAN EXPORT PERFORMANCE
India has since diversified their export markets.
Besides the traditional market in Europe, US and japan presently she is exporting in almost all countries in the middle east, some countries in
The year 2002-03 witnessed a record export figure of US$ 1406.58 million, resulting in an Export figure of Rs. 6790.51 crores. There has been an increase of 3.65% in quantity and 13.99% in value.
10
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
USA emerged as the single largest buyer for Indian
Marine Products in value terms during 2002-03 relegating Japan to the second position. The share of USA was 12.62% in quantity, 26.79% in value by registering an export growth of 13.19% and
27.97% in volume and in value respectively, the
Share of Indian Seafood Exports to Japan was
11.63% in volume and 21.39% in value.
ACCOUNTING METHOD
The accounts that you find in this document have been presented on the accrual system of accounting. For instance, revenue is recognised as income as soon as the transaction is recorded in the Company's books even though the actual receipt transpires later. The format of accounting corresponds to the Generally Accepted Accounting Principles in the country.
HUMAN RESOURCES/INDUSTRIAL RELATIONS
Your Company has during the previous year continued its unstinted record of good Industrial
Relations with its employees.
CAUTIONARY STATEMENT
Statements in this Management Discussion and
Analysis describing the Company's objectives, projections and expectations may be a "forward looking statement* within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.
- 1 1 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
CORPORATE GOVERNANCE
(Pursuant to Clause 41 of the Listing Agreement, a Report on Corporate Governance is given below:-
MANDATORY REQUIREMENTS
1) Company's Philosophy on code of Governance:
Corporate Governance is concerned with the establishment of a system whereby the Directors are entrusted with responsibilities and duties in relation to the direction of corporate affairs. It is concerned with morals, ethics, values, parameters, conduct, behaviour of the Company and its management and the accountability of persons who are managing it for the stakeholders.
Your Company believes in good Corporate Governance which results in corporate excellence by practicing and attaining maximum level of transparency, disclosures, accountability and equity in all its interaction with its Shareholders. Your Company continued to recognise the importance of Corporate Governance of ensure fairness to the Shareholders. Corporate Governance envisages disclosures on various facets of Company's operations to achieve corporate excellence.
The responsibility for maintaining these high standards of corporate governance lies with the Board of Directors. The Company continued to share with you from time to time various information through public notices, press releases and through Annual Reports.
The Company remains committed to laying strong emphasis on providing transparent and relevant data for the information of its
Shareholders and Creditors.
2) Board of Directors:
In terms of the Company's Corporate Governance Policy, all statutory and other significant and material information are placed before the Board.
a) Composition of Board:
As on 31st March 2003, the Board comprises of six Directors, a Chairman A Managing Director and Five Non Executive
Directors, including a nominee director.
b) Number of Board Meetings:
The Board of Directors met four times during the year. These were on May 29, 2002; luly 31, 2002, October 30, 2002 and lanuary 22, 2003.
Details in respect of each Director of your Company regarding the attendance of Board meeting, attendance at the last Annual
General Meeting and details of directorships in other Companies and membership in other Companies' committees are given in a separate table.
Regarding details of Directors being re-appointed, Mr. Jani
Chacko Uthup retires by rotation and is eligible for reappointment. His brief particulars are furnished as part of the
Notice to the Shareholders.
3) Audit Committee:
The Audit Committee comprises of Mr. Abraham ). Tharakan,
Chairman of the Committee, Mr. Venugopal T.K. Menon and Mr.
)ani Chacko Uthup all the Directors of the Company. The Non-
Executive Directors along with the Statutory Auditors and Manager
(Finance) are the invitees of the meeting. The terms of reference of the Audit Committee are wide enough to cover all the aspects in accordance with Clause 49 of the Listing Agreement and Section
292 A of the Companies Act, 1956.
The Committee held 4 meetings on 15th May 2002, 11th |uly
2002, 17th October 2002 and on 8th January 2003. All the members duly attended the meetings.
The terms of reference of the Audit Committee include: a) Review of the quarterly and half-yearly financial results with the management.
b) Review with the management and statutory auditors, the annual financial statements before submission to the Board.
SI.
No.
1.
2.
3.
4.
5.
6.
Name of Director
Mr. A.]. Tharakan
Mr. Venugopal T. K. Menon
Mr. Warren Nick Gaffney
Mr. P. Ramkumar
Mr. )ani Chacko Uthup
Mr. Pankaj Pattom
Category of
Directorship
Chairman &
Managing Director
Non-Executive Director
Nominee of Gourmet
Club Corporation
Nominee Director of SBT
Non-Executive Director
Non-Executive Director
No. of Board
Meetings attended
4
2
Nil
1
4
Nil
Attendance at last ACM
Yes
No
No
No
Yes
No
No. of other
Directorship
14
7
Nil
Nil
10
(,
No. of other
Committee
Membership
10
1
Nil
Nil
3
Nil
12 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
0 Review with the management, statutory auditors and the internal auditors the adequacy of internal control system.
d) Consideration of the reports of internal auditors and discussion about their findings with the management and suggesting
.corrective actions wherever necessary.
d Overview of the Company's financial reporting process and disclosure of financial information.
f) Reviewing the Company's financial and risk management policies.
$ Reviewing the adequacy of the internal audit function.
K> Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.
1 Look into the reasons for substantial defaults in payment to the depositors, debentureholders, shareholders (in case of nonpayment of declared dividend) and creditors, if any.
I Authority to investigate into any matter referred to in Section
292 A of the Companies Act, 1956
4) Remuneration Committee:
The Compensation Committee of the Board was constituted in
January 2002 to formulate and recommended to the Board, from time to time, a compensation structure for Wholetime Members of the Board. The Directors are not paid any sitting fees, on account of the weak financial position of the Company. Mr. A.). Tharakan,
' Managing Director also opted not to take any remuneration from the Company. No remuneration was provided to any of the
Directors during the year. The Committee held only one meeting after its constitution and was fully attended by Mr. A.J. Tharakan,
Mr. Venugopal T.K. Menon and Mr. Jani Chacko Uthup the members of the Committee.
5) Shareholder Committee:
The Board of Directors of the Company constituted an Investors'
Service Committee comprising of Mr. A.J. Tharakan as its
Chairman. Other members of the Committee are Mr. Venugopal
T.K. Menon and Mr. Jani Chacko Uthup. Mr. S.P. Kamath, Deputy
General Manager & Company Secretary is the Compliance Officer.
The Committee looks after complaints of Shareholders and investors concerning transfer/transmission of shares, non-receipt of
Annual Reports etc.
The Board of Directors of the Company has delegated the authority to approve transfer of shares to the Shareholders Committee. The shareholders of the Company were serviced by the fully equipped
Secretarial Dept. who do the in house transfer of shares upto
February 2003 and as per the SEBI guidelines not the Transfers/
Demat/Remat are done by M/s. Integrated Enterprises (India)
Limited, No. 1, Ramakrishna Street, North Usman Road, T. Nagar,
Chennai - 600 017.
The transfers received by the Company are processed and transferred on a weekly basis. All requests for dematerialisation of shares are likewise processed and confirmation thereof is conveyed to the investors and depository participants within 5 to 7 working days of receipt thereof. The Committee also monitors redressal of investors' grievances. Particulars of investors grievances received and redressed are as under:-
Type of complaint
Received in
'02-03 '01-02
Redressed in
•02-03 '01-02
Pending on
31-343 31-3-02
Complaints regarding Shares
(Non receipt of sharesAransmission, correction of names, consolidation/subdivision of shares and general transfer correspondence
Miscellaneous/other than the above
•
15 10
3 8
15 10
3 7
Nil Nil
Nil 1
The composition of the Committee and the number of meetings held during the year are furnished hereunder. In addition, transfers processed were placed before the committee for approval on a regular basis.
Attendance of Members at the Meetings of the Shareholder Committee held during 2002-03.
Members
Mr. A. J. Tharakan
Mr. Jani Chacko Uthup
Mr. Venugopal T. K. Menon
Meetings held
31
Nil
31
Meetings attended
31
Nil
31
6) GENERAL BODY MEETINGS:
• Location and time for the last three Annual General Meetings;
Financial
Year
31-3-2002
31-3-2001
31-3-2000
Date Hme
27-9-2002 10.30
A.M.
26-9-2001
28-9-2000
10.00
10.00
A.M.
A.M.
Venue
Hotel Casino
Wlllingdon Island
Cochln-682 003
Hotel Casino
Wlllingdon Island
Cochln-682 003
Hotel Casino
Wlllingdon Island
Cochin-682 003
^
- 13 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
No special resolutions were required to be put through postal ballot last year.
No special resolutions on matters requiring postal balloting as recommended under Clause 49 of the Listing Agreement of the
' Stock Exchanges are placed for shareholders approval at this meeting.
f
The Company is arranging to pay the arrears of Listing Fees to the stock exchanges where the shares are listed.
No penalties/strictures have been imposed on the Company by
Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets during last year.
7) DISCLOSURES:
1. There were no transactions of material nature with the directors or the management of their subsidiaries or relatives during the year.
2. There were no instances of non-compliance on any matter related to the capital market, during the last 3 years.
3. The Board has obtained certificates/disclosures from key management personnel confirming that they do not have any material, financial and commercial interest in transactions with the Company that may have a potential conflict with the interest of the Company at large.
a> MEANS OF COMMUNICATION:
1. Quarterly results are published in prominent daily newspapers. The annual reports are posted to all the shareholders.
i Management's Discussions & Analysis forms part of this annual report, which is also being posted to all the share-holders of the Company.
3. Official news releases are given directly to the press.
4. The Company does not have its own website. However, the details of the Company are available on the web-site of the
Chief Promoter of the Company, M/s. Amalgam Foods
Limited. The web-site is:- www.amalgamfoods.com
9 GENERAL SHAREHOLDER INFORMATION:
1. ACM date, time and venue 30-12-2003 at Hotel Casino
Willingdon Island, Cochin-3 at 10.30a.m.
2. Financial Calendar
Year ending
Annual General Meeting
March 31
September
Board meeting for considering : Within one month from
Unaudited Quarterly results for the end of each quarter the First three quarters of the financial year ending 31st
March 2004
4)
5)
Audited results of the Company : Within two months from for the Financial year ending the end of financial year
31st march 2004
Date of Book Closure : 16-12-2003 to 30-12-2003
(both days inclusive)
Dividend payment date listing on Stock Exchanges at:
Not applicable ai Cochin Stock Exchange Ltd.
Dr. P.K. Abdul Gafoor Memorial Cultural Complex
36/1565, 4th Floor, Judges Avenue
Kaloor,Cochin-682017.
b) The Stock Exchange Mumbai
Phiroze Jeejeebhoy Towers
Dalai Street, Mumbai - 4001 023 d The Delhi Stock Exchange Association Ltd.* *
DSE House, 3/1 Asaf Ali Road
New Delhi-110002 d) The Stock Exchange, Ahmedabad,* *
Kamdhenu Complex
Opp. Sahajanand College, Panjarapole
Ahmedabad - 380 015
3 The Calcutta Stock Exchange Association Limited* *
7 Lyons Range
Kolkata - 700 001
** Proposed for delisting
6) Listing Fee:
The Company is arranging to pay the arrears of Listing Fees to the stock exchanges where the shares are listed.
7) Monthly high and low quotations along with the volume of
Shares traded at Mumbai Stock Exchange during 2002-03
As the Shares of the Company are virtually not traded and the volume of trading being highly negligible we have not been able to furnish the aforesaid detail.
8) The Company's Depository Registrar for Shares in physical and electronic form:
M/s. Integrated Enterprises (India) Ltd.
5A, 5th Floor, Kerices Towers
1 Ramakrishna Street
T. Nagar, Chennai - 600 017
Tel.: 28140801-03
Fax: 2-8142479
E-mail: vejbalu9iepindia.com/sriaji®iepindia.com
9) Share Transfer System:
The Company's Equity Shares are admitted with the Depository System of National Security Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as an eligible security under the Depositories Act, 1996. As such, facilities for dematerialisation of the Company's Equity Shares
- 14-
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
are available vide ISIN No, JN&827C01014 at both the depositories.
Share transfer in physical form is presently registered and returned within a period of 15-20 days from the date of receipt, subject to the documents being valid and complete in all respects. The Company offers the facility of transfer-cumdemat. Under the said system, after the share transfer is effected, a letter is being sent to the transferee indicating the details of the transferred shares and in case the transferee wishes to demat the shares he can approach Depository
Participant (DP) with the options letter. The DP will, based on the option letter, generate the demat request and send it to the
Registrar along with the option letter issued by the Registrar and Transfer. Agents, M/s. Integrated Enterprises (India)
Limited. On receipt of the same, the Company's Registrar and
Transfer dematerialise the Shares, he need not exercise the option and the Company's Registrar and Transfer Agents will despatch the Share Certificates after 15 days from the date of such option letter.
The Company has a Share Transfer and Investor Committee to look into various issues relating to the investors including share transfers. This Committee of the Board of Directors of the Company meets normally on monthly basis. The total number of such meetings held during the year was 31 and the total no. of Shares transferred were.
10) Investor Grievance Redressal system:
12) Categories of Shareholders as on 31st March 2003
Promoter's Shareholding
Mutual Funds & UTI
Banks & Financial Institutions
Private Corporate Bodies
Indian Public
6291907 34.01%
61600 0.33%
500600 2.71%
7113144 38.45%
3469749 18.75%
NRIs 1063000 5.75%
18500000 100.00%
13) Dernaterialisation of Shares and Liquidity
Approximately 30% of the Equity Shares have been dematerialised upto 31st March 2003.
Trading in Equity Shares of the Company is permitted only in dematerialised form w.e.f 29th January 2001 as per the notification issued by the Securities and Exchange Board of India.
14) Outstanding GDRs/ADRs/Warrants or any Convertible
Instruments, Conversion date and likely impact on equity
The Company has not issued any CRDs/ADRs/Convertible
Instruments.
15) Plant Location
Ezhupunna, Alleppey District
Kerala
Pin - 688 548
Kurumaddali Village
Pamarru, Krishna District
Andhra Pradesh-521 157
16) Address for Correspondence by Investors:
M/s. Innovative Marine Foods Ltd.
Amalgam House, Bristow Road
Willingdon Island, Cochin - 682 003
Tel: 91-484-2668680, Fax: 91-484-2668130
E-mail: amalgamigvsnl.com
CR
M/s. Integrated Enterprises (India) Limited
5A, 5th Floor, Kences Towers, 1 Ramakrishna Street
T. Nagar, Chennai - 600 017
Tel: 8140801-03, Fax: 8142479
E-mail: yesbalu@iepindia.com/shaji@iepind ia.com
Investor grievances against the Company are handled by the
Company's Registrar and Share Transfer Agents, M/s. Integrated Enterprises (India) Limited, in consultation with the
Secretarial Department of the Company. The Registrars have adequate skilled staff with professional qualifications and advanced computer systems for speedy redressal of investor's grievances. The total process of settlement of a complaint right from its receipt to disposal is fully computerised to ensure timely settlement. It normally takes 15 days from the date of receipt of complaint for disposal of investor grievances.
Shareholders holding in Electronic mode should address all their correspondence to their respective Depository Participant.
11) Distribution of Shareholding as on 31st March 2003
No. of Equity
Shares held
1 to 500
501 1000
1001 - 2000
2001 - 3000
3001 - 4000
4001 - 5000
5001 - 6000
Above 10001
Total
No.
of
Shareholders
16480
767
287
66
40
34
36
50
17760
Kochi
29-05-2003
% Of
Shareholders
92.79
4.32
1.62
.37
.23
.19
.20
.28
100.00
No.
of
Shares held
2992718
662994
434500
1 72900
136500
165400
272500
13662488
18500000
For and on behalf of the Board
A. |. Tharakan
Chairman & Managing Director
% Shares held
16.18
3.58
2.35
.93
.75
.89
1.47
73.85
100.00
- 15-
The Chairman
Board of Directors
Innovative Marine Foods Limited
Amalgam House, Bristow Road
Willingdon Island, Cochin - 682 033
We have examined the compliance of conditions of Corporate Governance by the Company, for the year ended March 31, 2003, as stipulated in Clause 49 of the Listing Agreement of the Company with the stock exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing
Agreement.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
FOR P. VENUGOPAL & CO.
Chartered Accountants
ScH-
ti. SRINIVASAN
Partner
- 1 6 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
We have audited the attached Balance Sheet of
M/s. INNOVATIVE MARINE FOODS LIMITED,
Amalgam House, Bristow Road, Willingdon Island,
Cochin-682 003 as at 31st March, 2003 and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow
Statement for the year ended on that date. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. ,We believe that our audit provides a reasonable basis for our opinion.
I. As required by the Manufacturing and Other
Companies (Auditors' Report) Order, 1988 issued in terms of Section 227 (4A) of the
Companies Act, 1956, we report that:
1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As per the information and explanation given to us, the fixed assets have been physically verified by the
Management periodically and no material discrepancies are stated to have been noticed on such verification. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and the nature of its business.
2. None of the Ffxed Assets of the Company have been revalued during the year.
3. The stocks of stores, spare parts and packing materials have been physically verified by the Management at the year end. In our opinion, the frequency of verification is reasonable. There were no stock of Finished Goods and Raw
Materials at the year end.
4. In our opinion, the procedures for physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the
Company and the nature of its business.
5. The discrepancies between physical stocks and the book stocks which have been properly dealt with, were not material in relation to the size of the Company's operations.
6. In our opinion, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.
7. During the year The Company has not taken any loans from Companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. In terms of sub-section
(6) of Section 370 of the Act, provisions of the sections are not applicable to a company on or after 31st October, 1998.
8. The Company has not granted any loans secured or unsecured' to Companies,
17-
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
firms or other parties listed in the Register maintained under Section 301 of The
Companies Act, 1956. In terms of subsection (6) of Section 370 of the Act, provisions of the Sections are not applicable to a company or or after 31st
October, 1998.
9. The Company has not granted any loans or advances in the nature of loans except advance to staff who are generally regular in repaying the principal and no interest has been recovered on any such advances.
10. In our opinion and according to the information and explanations given to us, there are adequate Internal Control Procedures commensurate with the size of the
Company and the nature of its business with regard to the purchase of stores, raw materials, components, plant and machinery, equipment and other assets and the sale of goods.
11. In our opinion and according to the explanations given to us, the transaction of purchase of goods and materials and sale of goods/materials and services made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act,
1956 and aggregating during the year to
Rs. 50,000/- or more in respect of each party, have been made at prices, which in our opinion are reasonable having regard to prevailing market prices for such goods, materials or services, or the prices at which transactions for similar goods or services have been made with other parties.
12. As explained to us the Company has a regular procedure for determination of unserviceable or damaged stores, raw materials and finished goods. Adequate provision has been made in the accounts for the loss arising on the items so determined by the management.
13. According to the information and explanations given to us, the Company has not accepted deposits from the public as defined under Section 58A of the Companies Act, 1956 and the rules framed there under during the year and as such section 58A of the Companies Act, 1956 and the rules framed thereunder Section
58A are not applicable to the Company.
14. The Company has no saleable by-products or scraps and hence the question of maintaining records thereof does not arise.
15. Since The Company has not carried out any manufacturing operations of its own during the year, no internal audit has been undertaken.
16. The Company is not required to maintain cost records under Section 209 (1) (d) of the Companies Act, 1956.
17. Barring the delays in respect of under noted months, The Company is generally regular in depositing the E.P.F. and E.S.I, dues with the respective authorities.
Month Payment
Date
E.P.F.
April '02
July '02
Sept. '02
Jan. '02
ESI
Dec. '02
& Jan. '03
Feb. '03
Mar. '03
29-05-02
24-08-02
22-10-02
26-02-03
13-05-2003
13-05-2003
13-05-2003
Amount
Rs.
6,838
78,388
74,644
12,761
8,989
5,900
6,071
Delay in days
9
4
2
6
.71
53
22
18. According to the records of the Company, there are no material undisputed amounts in respect of Income Tax, Wealth tax, Sales Tax,
Customs Duty and Excise Duty outstanding as at 31-3-2003 for a period of more than 6 months from the date they became payable.
- 18-
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
19. According to the information and explanations given to us, no personal expenses of the employees or Directors have been charged to revenue, other than those payable under contractual obligations or in accordance with generally accepted business practices.
20. The Company has been declared as a Sick
Industrial Company within the meaning of clause (0) of sub-section 1 of section 3 of the
Sick Industrial Companies (Special Provisions)
Act, 1985 by the Hon'ble Board for Industrial and Financial Reconstruction vide its order dated 17-11-1999.
21. According to the information and explanations given to us, there are no damaged trading stocks and hence the question of providing for loss does not arise.
II. Further to our comments in the paragraph I above, we report that: i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.
ii) In our opinion, proper books of accounts as required by law have been kept by the
Company, so far as appears from our examination of the books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.
iii) The Balance Sheet and Profit and Loss
Account dealt with by this report are in agreement with the books of account.
iv) In our opinion and according to the explanations given to us, the Balance
Sheet and the Profit and Loss Account read with the notes thereon and the
Principal accounting policies dealt with by this report have complied with the accounting standards referred to in sub section (3C) of Section 2 1 1 of the
Companies Act, 1956.
Place: Alleppey
Date: 29-05-2003 v) On the basis of the written representations received from the Directors and taken on record by the Board of Directors, we report that, none of the Directors is disqualified as of 31st March, 2003 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.
vi) Subject to the above and further subject to
Note No. 17 regarding preparation of the accounts on a going concern basis, although accumulated losses exceed its net worth and also pending examination of various options as indicated thereon, Note No. 24 regarding certain outstanding balances of debtors, loans and advances which are subject to confirmation by the parties, the extent of readability of which could not be ascertained at this stage in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st
March 2003.
b) In the case of the Profit and Loss
Account, of the loss of the Company for the year ended on that date.
and c) In the case of Cash Flow Statement, of the
Cash flows for the year ended on that date.
FOR P. VENUGOPAL & CO.
Chartered Accountants
5d/-
R. SRINIVASAN
Partner
19
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Schedule
As at
31st March 2003
Rs. Ps.
As at
31st March 2002
' Rs. Ps.
SOURCES OF FUNDS
SHAREHOLDERS' FUNDS
Share Capital 1
Reserves and Surplus 2
LOAN FUNDS
Secured Loans 3
Unsecured Loans 4
TOTAL
APPLICATION OF FUNDS
' FIXED ASSETS 5
Gross Block
•Less: Depreciation
185,000,000
14,748,789
624,521,523
9,229,018
833,499,330
Capital Work-in-Progress
255,687,522
116,283,449
139,404,073
-
139,404,073
228,000 INVESTMENTS 6
CURRENT ASSETS, LOANS
AND ADVANCES 7
Inventories
Receivables
Sundry Debtors
Cash and Bank Balances
Loans and Advances
_
1,383,831
724,391
2,285,213
7,719,510
12,112,945
LESS: CURRENT LIABILITIES & PROVISIONS 8
Liabilities
Provisions t
Net Current Assets
Miscellaneous Expenditure to the extent not written off or adjusted 9
Profit and Loss Account
TOTAL
14,912,032
-
14,912,032
(2,799,086)
-
696,666,343
833,499,330
For and on behalf of the Board of Directors
Sd/- SdlSdt-
S. P. KAMATH ABRAHAM ). THARAKAN )ANI CHACKO UTHUP
Company Secretary Mg. Director
Cocnin-3
,
Director
29-05-2003
185,000,000
2,000,000
593,330,954
27,311,600
807,642,554
254,832,827
102,668,662
152,164,165
152,178,901
11,293,550
11,293,550
(1,370,937)
.
14,736
228,000
637,885
472,022
-
2,358,016
6,454,689
9,922,612
-
656,606,590
807,642,554
Annexure to our Report of even date
For P. VENUGOPAl & Co.
Chartered Accountants
Sd/-
"anner
- 2 0 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Schedule
For the year ended
31st March 2003
Rs.
For the year ended
31st March 2002
Rs.
INCOME
Sales 10
Other Income ' 11
TOTAL
EXPENDITURE
Operating Expenses 12
Depreciation
Interest 13
Miscellaneous Expenses written off
TOTAL
Profit/(Loss) before Tax
Income Tax
ProfitALoss) after Tax
Notes forming part of Balance Sheet and Profit and Loss Account 14
63,140,131
63,140,131
4,363,330
13,696,076
85,140,478
103,199,884
(40,059,753)
(40,059,753)
22,565,746
22,585,746
5,422,221
13,742,756
65,261,156
265,293
84,691,426
(62,105,681)
(62,105,681)
Sd/-
S. P. KAMATH
Company Secretary
Cochin-3
29-05-2003
For and on behalf of the Board of Directors
ABRAHAM J. THARAKAN
Mg. Director
Sdf-
|ANI CHACKO UTHUP
Director
Annexure to our Report of even date
For P. VENUCOPAL & Co.
Chartered Accountants
Partner
- 2 1 -
.SCHEDULES FORMING PART OF BAIANCE SHEET AND THE PROFIT AND LOSS ACCOUNT
31st
As at
March 2003
Rs.
As at
31st March 2002
Rs.
SCHEDULE 1 - SHARE CAPITAL
EQUITY AUTHORISED
30,000,000 Shares of Rs. 10/- each
ISSUED, SUBSCRIBED AND PAID-UP
18,500,000 Shares of Rs. 10/- each
(Of the above, 1;900,000 shares have been issued for consideration otherwise than in cash)
300,000,000
185,000,000
185,000,000
300,000,000
185,000,000
185,000,000
SCHEDULE 2 - RESERVE AND SURPLUS
Capital Reserve
Subsidy received
11,880,739
2,868,050
14,748,789
2,000,000
2,000,000
SCHEDULE 3 - SECURED LOANS
Term Loans
ICICI Limited
(Secured by a pari passu first charge on movable assets of the Company other than current assets)
IDBI
(Secured by a pari passu first charge on movable assets of the Company other than current assets)
Exim Bank
(Secured by a pari passu first charge on movable assets of the Company other than current assets)
Working Capital Loans
A. State Bank of Travancore
' Export Packing Credit Account
Devolved ILC Bills
Export Bills Crystalised
B. Indian Bank
Export Packing Credit Account
C. Bank of Tokyo - Mitsubishi Ltd.
Export Packing Credit Account
Interest Accrued and Due on Loans
98,825,976
54,373,306
9,009,205
18,333,333
34,932,386
105,600,837
303,446,480
624,521,523
17,891,896
2,291,203
98,825,976
54,373,306
9,009,205
18,333,333
34,927,386
105,600,837
252,077,812
593,330,954
SCHEDULE 4 - UNSECURED LOANS
Adani Exports
International Creative Foods Ltd.
Accelerated Freeze Drying Co. Ltd.
9,229,018
9,229,018
16,785,051
886,786
9,639,763
27,311,600
22 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
As at
31st March 2003
Rs. Ps.
SCHEDULE 6 - INVESTMENTS
380 Shares of Rs. 600 each in
State Bank of Travancore - at cost
(Market value at Rs. 490/- per share)
228,000
SCHEDULE 7 - CURRENT ASSETS, LOANS AND ADVANCES
A. CURRENT ASSETS a) INVENTORIES
Finished Products
Packing Materials
Stores and Consumables
228,000 b) RECEIVABLES c) Sundry Debtors a. Considered Good b. Considered Doubtful
Less: Provision for doubtful debts
1,383,831
724,391
724,391
724,391
Cash and Bank Balances:
Cash on hand
Bank Balances
With Scheduled Banks:
In Current A/c
In Deposit A/c
Interest Accrued on Deposits
96,909
2,094,801
62,500
31,003
2,285,213
B. LOANS AND ADVANCES
'!) (Advances considered good for which the Company holds no security other than Debtors personal security) a) Outstanding for a period exceeding six months b) Others
5,563,064
2,156,446
7,719,510
As at
31st March 2002
Rs. Ps.
228,000
228,000
6,259,978
194,711
6,454,689
637,885
637,885
472,022
4,633,192
4,633,192
4,633,192
221,550
2,042,738
62,500
31,228
2,358,016
-24-
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SCHEDULE 8 - CURRENT LIABILITIES & PROVISIONS i) CURRENT LIABILITIES
Sundry Creditors
Others
Expenses payable
Interest Accrued but not due on loans ii) Provisions
As at
31st March 2003
Rs. Ps.
9,780,153
5,131,879
14,912,032
SCHEDULE 9 - MISCELLANEOUS EXPENDITURE
(To the extent not written off or adjusted)
Preliminary Expenses
Less: Written off
Total
Profit & Loss Account
Opening Balance
Add: Profit/Loss for the year
656,606,590
40,059,753
696,666,343
SCHEDULE 10 - SALES
Export Sales
Domestic Sales
SCHEDULE 11 - OTHER INCOME
Other Income 63,140,131
63,140,131
As at
31st March 2002
Rs. Ps.
6,213,351
3,764,829
1,315,370
11,293,550
265,293
265,293
594,500,910
62,105,680
656,606,590
22,585,746
22,585,746
25-
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SCHEDULE 12 - OPERATING EXPENSES
Raw Materials
Packing Materials
Loss on Revaluation of Packing material and Consumables
Other Stores and Consumables
Power and Fuel
Repairs and Maintenance-Building
Repairs and Maintenance-Machinery
Repairs and Maintenance-Electrical
Repairs and Maintenance-Others
Repairs and Maintenance-Vehicles
Annual Maintenance Charges
Processing Charges
Insurance
Salaries, Wages and Bonus
Contribution of Provident &
Other funds/ESI
Staff Welfare Expenses
Freight
Cess on Exports
Rent
Rates, Taxes & Fees
Auditor's Remuneration
Exchange Loss
Travelling Expenses
Communication Expenses
Others
Inventory Variation
Opening Stock
Finished Products
Closing Stock
Finished Products
Stock Differential
Prior Period Adjustments:
Income Tax
TOTAL
SCHEDULE 13 - INTEREST
On term loans
12,722,158
On Bank finance for working capital
On Others
TOTAL
As at
31st March 2003
Rs. Ps.
As at
31st March 2002
Rs. Ps.
637,885
16,072
1,052,847
824,927
1,665,816
127,774
1,142,585
130,598
537,128
58,125
249,965
17,792
392,559
4,363,330
4,363,330
21,891,376
63,216,310
32,792
85.140.478
585,191
572,825
47,575
17,489
513,634
55,125
560,477
86,343
35,928
342,189
5,307,519
114,702
5,422,221
25,320,447
38,444,458
1,496,251
65,261,156
- 26-
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SCHEDULE 14 - NOTES TO THE ACCOUNTS
As at
31st March 2003
Rs.
1. Contingent Liabilities a) Claims against the company not acknowledged as debts
1. Provident Fund
(Contested in appeal 1994-95)
2. Employees State Insurance arrears for the period
1994-95 to 1999-2000 b) Others
1. i) Counter guarantees issued to banks for the guarantee for Importing capital goods ii) Bond executed with Central Excise for importing capital goods/raw materials c) Estimated value of contracts remaining to be executed on capital account
2. Capacity and Production
Licensed Capacity
Installed Capacity
Actual Production:
Marine Products
3. Sales
Manufacutred Goods
Export Sales:
Marine Products
Domestic Sales:
Marine Products
4. Opening Stock
Manufactured Goods:
Marine Products
5. Closing Stock
Manufactured Goods:
Marine Products
6. Raw Materials
Raw Material consumed
Marine Products
2,176,214
169,122
2,000,000
1,700,000
Nil
In M.T.
20,592
15,630
Nil
Quantity (MT) Value (Rs. '000)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
- 2 7 •
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
31st March 2003
Qnty. (M.T.) Value (Rs.'OOO)
7. Value of Imports on GIF Basis
Raw Material
Stores
Packing Material
TOTAL
8. Value of imported and indigenous material consumed
Raw Materials - Imported
Raw Materials - Indigenous
TOTAL
Nil
Nil
Nil
Nil
9. Expenditure in Foreign Currency
Foreign Travel
Sales Commission
TOTAL
Nil
Nil
Nil
10. Earnings in Foreign Currency
Exports in FOB Value
11. Particulars to remuneration to Auditors a. Audit b. Tax Audit c. Sales Tax Audit
12.Non-Resident Share Holding
0 No. of Non Resident Share Holders ii) No. of equity shares held
42,000
10,500
2,625
1,824
1,063,000
13.The Particulars of remuneration paid to the
Managing Director under Section 198 of
Companies Act, 1956 i) Remuneration ii) Other Perquisites
14.
15.
Nil
Nil
Debts due by the companies in which Directors are interested
International Creative Foods Lirnited Rs. 3,58,820
Provision for payment of bonus to employees has been made at 20 percentage of their emoluments.
16.
17.
In the opinion of the Directors, the Current Assets, Loans & Advances have the value as stated in the Balance Sheet if realised in the ordinary course of business.
Although, there are adverse indicators against the GOING CONCERN assumption, the Company relies on the mitigating factors like plans to maintain adequate cash flows by alternative means such as lease of factories, disposal of assets, rescheduling of loan repayments etc. for the appropriateness of the GOING CONCERN.
- 2 8 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
As at
31st March 2003
Rs.
18.
19.
20.
21.
The Company has leased out one of its factories to an outside party as an operating lease. In accordance with the said Agreement, the Company has received Rs. 12,25,0007- per month as fixed lease rentals till the month of December and a sum of Rs. 1,53,09,8987- as cost optimisation and value added incentive and hence the question of contingent rent does not arise. As the
Company has no impairment loss and as the lease is a cancelable one, the relevant details regarding minimum lease rentals and impairment losses are not applicable.
With regard to the Segment Reporting, the Company has not furnished the required information on segment basis since the Company's entire income was from Lease related operation undertaken by the Company during the year with one of the parties except for
Rs. 20.92 lacs received as processing charges.
Disclosure of Related Party Transactions a) Name of the transacting related party b) Description of the relationship c) Nature of Transaction d) Volume of Transaction
.e) Amount outstanding as on Balance Sheet Date
M7s. Accelerated Freeze Drying Co. Ltd.
Associate Company holding more than
20% of shares
Repayment of Unsecure loan
Rs. 96,85,2717-
Rs. 1,1877a) Name of the transacting related party b) Description of the relationship c) Nature of Transaction d) Volume of Transaction
M/s. Higashimaru Feeds India Limited
Common Managing Director
Receipt and payment of Advance
Received Rs. 55,49,5467- and paid
Rs. 40,00,0007e) Amount outstanding as on Balance Sheet date Nil
Disclosure of Earnings per Share Rs.
a) Reconciliation of Numerator of EPS
Net Loss for the year (40,059,753)
Add: Preference Dividends and Tax thereon
Amount used as the numerator in calculating basic EPS (40,059,753)
Adjustment on account of:
I. Dividend on dilutive Potential Equity Shares
II. Interest recognised for dilutive Potential Equity Shares
III. Expenses/Income from convertion of the Diluted Equity Shares
Amount used as the numerator in calculating diluted EPS (40,059,753).
b) Reconciliation statement of Denominator of EPS
No. of Equity Shares as on 01-04-2002 18,500,000
Add/Less: Shares brought back/issued during the year
- 2 9 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
22.
23.
24.
25.
26.
No. of Equity Shares as on 31-03-2003
Weighted average number of Equity Shares
Weighted average number of Equity Shares for basic EPS
Add: Weighted average number of Equity Shares on the conversion of diiutive Potential Equity Shares into Equity Shares
Weighted average number of Equity Shares for diluted EPS c) Calculation of Basic EPS (40,059,753) / 1850000 d) Calculation of Diluted EPS (40,059,753) / 1850000
18,500,000
18,500,000
18,500',000
18,500,000
(2.17)
(2.17)
Owing to the huge loss incurred during the year and the accumulated losses in the preceding years, the disclosure in respect of Accounting for Taxes on Income as required under AS 22 is not applicable.
There are no dues to SSI Units.
Confirmation letters were sent to all the parties having debit/credit balances, but replies have not been received from all of them.
The Company has executed an Memorandum of Understanding with M/s. Hindustan Lever Limited for the transfer of one of its Business Undertaking however subject to necessary approvals from
BIFR and other authorities.
With regard to the compliance of the provisions of Accounting Standard 13 the fluctuation in the prices of shares held as investments are temporary in nature and hence the investments are shown at original investment price only.
27.
With regard to the compliance of the provisions of Accounting Standard 12 pertaining to grant received from the Government the company has received a Capital Subsidy of Rs. 8,68,0507during the year and the same is showed under Reserve and Surplus as per the method of Capital
Approach prescribed in the relevant guidelines.
28.
The Company has during the year has written off packing material worth Rs. 6,37,885/- which were found to be unseable.
PRINCIPAL ACCOUNTING POLICIES
29. The financial statements are prepared under historical cost convention on an accrual basis and are in accordance with the requirements of the Companies Act, 1956.
30. Depreciation has been provided under the straight line method as per Schedule XIV of the
Companies Act, 1956.
31. Fixed assets are stated at cost of acquisition or construction.
32. Foreign Exchange Transactions: a) The Foreign Exchange Transactions are accounted for at the exchange rate prevailing on the date of transaction or at the forward rates, where cover is obtained.
b) The Loans taken in Foreign Currency are reinstated at the rate prevailing on the last day of the
Financial Year and the resultant Loss/Gain dealt with in the Profit and Loss Account.
30-
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
33. Retirement benefits:
No provision has been made in the accounts for Retirement gratuity payable under the Payment of Gratuity Act, 1972. However, the Company has joined the Group Gratuity and Life Assurance
Scheme of LIC of India. The premia paid each year is debited as expense. Shortfall if any, in respect of the gratuity paid and amount received from LIC is accounted as and when paid.
The Company's contribution to Providend Fund, Superannuation Fund and other fund is charged to the P & L Account.
34. Deferred Revenue Expenses are amortised over the period of life/anticipated benefits.
35. Interest on NSC and the.like are accounted on accrual basis.
36. Investments are valued at cost.
37. Inventories are valued as under: i) Stores & Spares - at cost or Net Realisable Value whichever is Less ii) Packing Material - at cost or Net Realisable Value whichever is Less
38. Physical verification of stock is conducted at the year end and the quantities taken as closing stock are on the basis of such physical verification. Adjustments are made in the accounts, wherever necessary in the cases of shortage/excesses.
39. Initial direct cost incurred specifically to earn revenue from the lease operations are recognised in the statement of Profit and Loss Account during the period in which they are incurred.
40.
Borrowing cost attributed to the acquisition of Fixed Assets is capitalized as part of the cost of those Fixed Assets till the date it is put to use. Other borrowing cost is recognised as expenditure in the period in which they are accrued.
41. Previous year's figures are regrouped wherever necessary to correspond to current year's groupings.
Sdt-
S. P. KAMATH
Company Secretary
Cochin-3
29-05-2003
For and on behalf of the Board of Directors
Sdt-
ABRAHAM |. THARAKAN
Mg. Director
Sdl-
IANI CHACKO UTHUP
Director
Annexure to our Report of even date
For P. VENUCOPAL & Co.
Chartered Accountants
.Sd/-
(R. SRINIVASAN)
Partner
-31 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
I. REGISTRATION DETAILS
Registration No.
I O I 9 I - I O I 5 I 4 I 6 I 5 I
Balance Sheet Date
CAPITAL RAISED DURING THE YEAR (Amount In Rs. Thousands)
Public Issue
INI M L !
Bonus Issue
I N I I I L I
POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS
(Amount in Rs. Thousands)
Total Liabilities
1 8 1 3 1 3 1 4 1 9 1 9 1
SOURCES OF FUNDS
Paid-up Capital
III 8 I 5 I 0 I OTQl
Secured Loans l 6 r 2 f 4 l 5 T 2 T T l
APPLICATION OF FUNDS
Net Fixed Assets nT3[9l4T6TTI
.Net Current Assets
1 - I 2 I 7 I 9 I 9 I
IV. PERFORMANCE OF THE COMPANY (Amount in Rs. Thousands)
Turnover (Gross Revenue)
I 61 3 1 I I 4 1 0 1
Profit before tax i n i 4 l 2 | 0 | 6 | " 0 l
Earnings per share i [-112 ii.
n m
GENERIC NAME OF PRINCIPAL PRODUCT OF THE COMPANY
ITC (HS) Code No. and Description of Code
I S I H I R | I | M | P I S I I F I R I O I Z l E l N l
U 1 T I T I I L I E l I M I I S
T I H I E I R I I F I R I O I Z
S I H I
_NJ
State Code
Date Month Year
I 3 | 1 I - 1 0 1 3 1 - 1 2 I O I O I 3 I
Rights Issue
I N I M i l
Private Placement
I N I I I L I
Total Assets
I 8 I 3 1 3 I 4 I 9TT1
Reserves & Surplus
M l 4 1 7 1 4 1 9 1
Unsecured Loans
I 9 I 2 I 2 I 9 I
Investments
I 2 I 2 I 8 I
Miscellaneous Expenses
I O I O I O I
Total Expenditure
I 1 I O I 3 I 2 I 6 01
Profit otter tax
|(-l|4|D|016TOl
Dividend
NI I ILI
0| 3| 0]61
4 [ 2 f
* | 2 |
LU
T5T71
TDI9I
Cochin
29-05-2003
For P. VENUCOPAL & Co.
Chartered Accountants
Sdt-
R. SRINIVASAN
Partner
Sdl-
S. P. KAMATH
Company Secretary
For INNOVATIVE MARINE FOODS LIMITED
Sdt-
ABRAHAM |. THARAKAN
Mg. Director
SoV-
|ANI CHACKO UTHUP
Director
32 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Rs.
As at
31st March 2003
Rs.
As at
31st March 2002
Rs.
A. CASH FLOW FROM OPERATING ACTIVITIES
*
Net Profit before tax and extraordinary items (40,059,753) (62,105,681)
Adjustments for:
Depreciation 13,696,076
Direct Tax - -
Dividend Received (11,400)
Loss on Sale of Asset (31,788)
Interest 85,140,478 98,793,366 79,372,507
Operating profit before working 58,733,613 17,266,826
Capital changes
Adjustments for:
Trade & other Receivable (2,900,797)
Inventories . 637,885
Trade payables 3,623,484 1,360,571
Cash generated from operations 60,094,184
Interest
Direct taxes • -
Cash flow before extraordinary items 60,094,184
Extraordinary items 12,748,789
Net cash from operating activities 72,842,973
18,710,107
35,976,933
114,702
35,862,231
35,862,231
B. CASH FROM INVESTING ACTIVITIES
Purchase of fixed assets (966,963)
Sale of fixed assets 77,503
Acquisition of companies
Purchase of fixed assets
Sales of investment
Interest received
Dividend received 11,400
Miscellaneous expenditure
Net cash used in investing activities (878,060) (1,758,103)
33 -
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Rs.
As at
31st March 2003
Rs.
As at
31st March 2002
Rs.
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds against issue of share capital
Proceeds from long term borrowings
Repayment of finance lease liabilities
Net cash used in financing activities
Net increase in cash and cash equivalent
Cash and cash equivalent as on 1-4-2002
Cash and cash equivalent as on 31-3-2003
(72,037,491)
(72,037,491)
(72,578)
2,264,288
2,191,710
(33,262,517)
(33,262,517)
841,611
1,422,677
2,264,288
Notes on Cash Flow Statement for the year ended 31st March 2003
1. The Cash Flow Statement is prepared in accordance with the format prescribed by Securities and
Exchange Board of India and as per Accounting Standard 3 prescribed by the Institute of Chartered
Accountants of India.
2. Cash and Cash Equivalents
I
Cash & Bank Balances
Total
2002-03
Closing
2,191,710
2,191,710
(Figs, in Rs.)
2001-02
Closing
2,264,288
2,264,288
2001-02
Opening
1,422,677
1,422,677
Cochin
29-O5-2003
Sd/-
S. P. KAMATH
Company Secretary
For and on behalf of the Board
Sdl-
ABRAHAM ). THARAKAN
Mg. Director
Sd/-
JANI CHACKO UTHUP
Director
- 3 4 -