Agro Dutch Industries Ltd.
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ISIN No INE135B01014 52Wk High (Rs.) 0 BV (Rs.) -86.45 FV (Rs.) 10.00
Bookclosure 30/09/2015 52Wk Low (Rs.) 0 EPS (Rs.) 0.00 P/E (X) 0.00
Mkt Cap. (Rs. Cr.) 8.97 P/BV (X) -0.02 Div Yield (%) 0.00 Mkt Lot 1
2014-03 Dear Members,

The Directors are pleased to present the 22nd Annual Report and Audited Statements of Accounts for the period ended on 31st March, 2014.

FINANCIAL RESULTS (Rs. in lacs)

Particulars                                         2013-14   2012-13

Net Sales/Income                                    1148.36   3550.54

Other Income                                           8.88     27.63

(Increase)/ Decrease in Stock                        532.78   3379.94

Total Expenditure                                   7654.81  13914.69

Profit ( Loss ) before Int/Tax/Dep                   670.58  (4630.07)

Interest                                            4179.08   4060.18

Depreciation                                        1638.91   1646.26

Misc Expenses W/o                                         -         -

Profit ( loss ) before Tax                         (6488.57) (10336.51)

Provision for Taxation                                    -          -

Profit after Current Tax                           (6488.57) (10336.51)

Provision for deferred Tax                          (367.18)   (534.96)

Mat Credit Entitlement/Reversal                      105.51     145.29

Profit/(Loss) after Tax                            (6226.90)  (9946.84)
Extra Ordinary Items including Previous year 11.70 39.47 adjustments

Net Profit/(Loss) After tax                        (6238.60)  (9986.31)
DIVIDEND

In view of the loss, your directors regret their inability to recommend any Dividend for the year under review.

PERFORMANCE

During the year under review, your company has achieved a net income of Rs. 11.57 Crores (previous year Rs. 35.78 crores). The Sales in the Current financial year i.e. 2013-14 of the Company have been adversely affected due to discontinuation of Shipments of Canned Mushrooms to US.

The company has aggressively started selling fresh mushrooms in the domestic market. The response from these markets are encouraging.

CHENNAI PLANT

The final commissioning of the Chennai unit is delayed due to financial crunch being faced by the Company. AUDITORS

The Statutory Auditors, M/s Rakesh Singla & Associates, Chartered Accountants (Firm Registration No. 03371N) retire at the ensuing Annual General meeting and has confirmed their eligibility and willingness to accept office, if re-appointed. The Audit Committee and the Board of Directors recommends the re- appointment as the Auditors of the Company for a period of five years.

DIRECTORS

As per the requirement of the Companies Act,2013 all the Independent Directors on the Board as on 1st April,2014 namely Mr. Jalesh Grover, Mr. Ajay Arora and Mr. Multan Singh Kadian, shall be re-appointed for

a tenure of 5 years and the same shall be confirmed at the ensuing Annual General Meeting.

The Official Term of Mr. Malvinder Singh, Chairman and Managing Director has expired on 30th June,2014, the Board of Directors at the meeting held on 4th August,2014 have appointed him as Executive Chairman of the Company for a period of 5 years commencing from 1st August,2014 subject to the approval of shareholders in the ensuing Annual General Meeting. Further, Mr. Vivek Atri has been appointed as Managing Director of the Company for a period of five years commencing from 1st August,2014 at the meeting of the board of directors held on 4th August,2014 subject to approval of shareholders and Central Government as may required, in the ensuing Annual General meeting.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

i) That in the preparation of accounts for the period ended 31st March, 2014, the applicable Accounting Standards had been followed and there are no material departures:

ii) That the selected Accounting Policies are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year end and profit of the Company for that period;

iii) That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) That the accounts have been prepared on a going-concern basis.

INTERNAL CONTROL AND ADEQUACY

The Company has adequate system of internal controls to ensure that all assets are safeguard, transactions are authorized, optimum utilization of resources, costs are controlled, reporting of financial transactions and compliance with applicable law and regulations.

BIFR AND REHABILITATION

The Networth of the Company is continuing to be fully eroded. The reference before Board for Industrial & Financial Reconstruction (BIFR) is pending for determination of sickness of the Company. A suitable rehabilitation scheme shall be submitted to the BIFR upon declaration of the company as Sick Industrial Unit. The Asset Sale Committee of the Lenders have initiated sale of non-core and surplus assets of the Company.

COST AUDIT

The Company has appointed Dr. Vimal Kumar (Membership No. 9982) Prop.of M/s V.Kumar and Associates, SCO 124-125, Sector 34A, Chandigarh, Cost and Works Accountants as the Cost Auditors of the Company for the financial year 2013-14 for filing of Compliance Report as per Cost Accounting Record Rules,2011 issue vide notification of Ministry of Company Affairs (MCA) dated 3rd June,2011

INTERNAL AUDITORS

The Board of Directors of your Company has appointed Mr. Ankit Goyal Chartered Accountant (Membership No. 529874) as Internal Auditor pursuant to provisions of Section 138 of the Companies Act,2013 for the Financial Year 2014-15.

SECRETARIAL AUDITORS

The Board of Directors of your Company has appointed M/s Kanwaljit Singh & Associates, Practicing Company Secretary, Chandigarh as Secretarial Auditor pursuant to provisions of Section 204 of the Companies act,2013 for the Financial Year 2014-15.

AUDITOR'S REPORT

Observations made in the Auditors' Report are self- explanatory and therefore do not call for any further explanation.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee has been constituted as per the requirements of Companies Act,2013 which shall formulate the policy for appointment of Directors and Remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters as provided under sub-section (3) of Section 178 of the Companies Act,2013 and necessary disclosure to this effect shall be made in the next Report to the Directors.

STAKEHOLDER RELATION

As per the requirement of Companies Act,2013 a Stakeholder Relationship Committee is being constituted. Necessary disclosure in this regard shall made in the next Directors Report.

CORPORATE GOVERNANCE

The Company aims to conduct its affairs in an ethical manner. A separate Report on Corporate Governance forms a part of the Annual Report. A certificate from the Company's Auditors regarding the Compliance of Conditions of Corporate Governance as stipulated under Clause 49 is also annexed with the report. LISTING OF SHARES & SEBI REGULATION

The Equity shares of the company are listed on The Stock Exchange Mumbai & National Stock Exchange of India Ltd., Mumbai.

INSURANCE

The company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine etc.

DEPOSITS

During the year under Report, your Company did not accept any deposits from the public in terms of the provisions of Section 58A and 58AA of the Companies Act ,1956.

ACKNOWLEDGEMENTS

Company would like to thank its Shareholders including suppliers, vendors, investors and bankers. Company also records its appreciation of the contribution made by employees at all levels. The diligent hard work, cooperation and support is a backbone of all endeavors of the company. We, assure all the stakeholders that the team ADIL is fully dedicated and assure that with the continuous support, we will overcome the turbulence in this year.

                                      For and on behalf of the Board
Place: Chandigarh                                      sd/-
Dated:04.08.2014                                    VivekAtri
                                                Managing Director