Your Directors have pleasure in presenting the 24th Annual Report of your Company alongwith the Audited Statement of Accounts for the Period ended 31stMarch,2015.
1. FINANCIAL HIGHLIGHTS:
|Particulars||Year Ending March||Year Ending March|
|Amt. in Rs.||Amt. in Rs.|
|Net Sales/ Income from Operations||42,00,83,153||41,73,98,430|
|Profit/(Loss)before Interest & Exceptional Items||15,16,033||12,59,166|
|Profit/(Loss) after Interest before Tax &||5,20,452||12,47,097|
|Profit/(Loss) before Tax||7,55,098||10,12,451|
|Less: Current Tax||2,75,535||2,79,500|
|Profit after Tax||5,89,928||6,28,302|
|Add: Profit/(Loss) Brought Forward||1,70,87,425||1,64,61,623|
|Less: Prior year Tax Liability||NIL||NIL|
|Less: Prior period adjustments||10370||2500|
|Amount available for Appropriation/(Loss)||1,76,66,983||1,70,87,425|
2.RESULTSOF OPERATION REVIEW:
We have please to inform you that the company in now trading in Rice and Pulses apart from Textile Intermediaries and Metals which they have traded in Last Year. Income from operation for the financial year 2014-15, for the year under review was at Rs. 42,00,83,153 compared to Rs. 41,73,98,430 for the financial year 2013-14, i.e. growth of 0.64%. EBIDTA excluding exceptional items, stood at Rs.15,16,033 during financial 2014-15,which was at Rs.12,59,166 in the financial year 2013-14 i.e. growth of 20.40%. PAT for the financial year under review was Rs.5,89,928 in the year ended March 31, 2015 as compared to 6,28,302 in the year ended March 31, 2014, i.e. a decline by 6.11%.
3.CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated Financial Statements of your Company for the Financial year 2014-15 are prepared in accordance with Companies Act 2013, Accounting Standard and Listing Agreement as prescribed by Securities and Exchange Board of India (SEBI). The consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its Subsidiary namely viz Advantage Commodities Pvt. Ltd. as approved by their respective Board of Directors.
Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.
The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand.
Pursuant to provisions of Section 129 (3) of The Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules , 2014 , a statement containing salient features of the subsidiary company viz. Advantage Commodities Pvt. Ltd. In Form AOC is given in Annexure -1 in this Board Report.
6.MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion & Analysis Report as required under Clause 49 of the Listing Agreement is presented separately and is given in Annexure -2 which forms part of this Report.
7.DIRECTORS AND KEY MANAGEMENT PERSONNEL:
During the year under review:
In term of the provisions of the Companies Act, 2013. Mr. Mani Ananthanarayan, had to step down from the Board of the Company on 26th March, 2015 due to his pre occupancy. We would like to thank Mr. Mani for his valuable guidance, contribution and support during the year of his directorship of the company.
The Company has nominated Ms. Nalini Shetty as Woman Director in compliance with provision of section 149 of Companies Act, 2013.
The Company has received confirmations from all its Directors, based upon which none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non executive directors and executive directors.
In a separate meeting of independent Directors, performance of nonindependent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors.
8. EXTRACTS OF ANNUAL RETURN
Extract of the Annual Return in Form MGT 9 for the Financial year ended on 31st March, 2015 as required under Section 92 (3) of the Companies Act, 2013, is annexed to this report- Please refer Annexure-3.
9. NOS. OF BOARD MEETINGS
During the year the Board of Directors met 8 times . The details of the Board Meetings are provided in the Corporate Governance Report.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements of the provisions of Section134(3)(c) and 134 (5) of the Companies Act,2013, your Directors confirm that:
i) In the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation in relation to material departure, if any;
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., March 31,2015 and of the profit of the Company for the year ended on that date;
iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records , in accordance with the provisions of the Act, 2013 for safe guarding the assets of the Company and for preventing and detaching fraud and other irregularities;
iv) The directors have prepared the annual accounts for the financial year ended March 31, 2015, on a going concern basis.
v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.
11. DECLARATION BY INDEPENDENT DIRECTORS
The Following Directors are independent in terms of Section 149 (6) of the Companies Act,2013 and Clause 49 of the Listing Agreement : o Ms. Nalini Shetty o Mr. Suresh Kulkarni o Mr. Satish Bokdia
The Company has received requisite declarations / confirmations from all the above Directors, confirming their independence.
12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134 (3) (e) , Section 178 (3) & (4) and Clause 49 of the Listing agreement are annexed to this report. Please refer Annexure-4.
13. AUDITORS REPORT
The Statutory Auditors Report on Standalone Financial statement as well as Report on Consolidated Statement have expressed concern over not accounting / providing employees terminal benefits as per Accounting Standard 15 for the financial year 2014-15
The Management would like to inform you that none of the employees have completed one year of continuous service and hence the same has not been taken up in the current year. The same exercise would however be taken up in the next financial year.
The Statutory Auditors have expressed concern over the reasonableness of the assumptions made to estimate the future cash flow projections of wholly owned subsidiary viz. Advantage Commodities Pvt Ltd which is a member of Multi Commodity Exchange and have accordingly expressed their inability to determine whether any adjustment is necessary to the carrying amount of the goodwill on consolidation and have made a qualified opinion in their Report on Consolidated Financial Statement for the year ended March 31, 2015.
The Board is of the opinion that the investment is currently in discussion with M/s. Artha Vrddhi Limited for sale of the Investment in subsidiary. The approval of the members is being sought for under Item No 7 of the Notice.
The Board of Directors plan to sell of the investment at a Fair Value to be decided by a Practicing Chartered Accountant. Any resultant Profit or loss would be accounted in the books of Agrimony Limited upon the happening of the event. Due to this no adjustment adjustment is necessary to the carrying amount of the goodwill on consolidation
14. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s Dhirendra Maurya & Associates, Company Secretaries in Practice (CP No. 9594) to undertake the secretarial audit of the Company. The Secretarial Audit report in Form MR-3 is included as Annexure and forms an integral part of this report. Please refer Annexure -5
There are no qualifications, observations or adverse remarks in the Secretarial Audit Report.
15. RELATED PARTY TRANSACTIONS:
All transaction entered into with related parties (as defined under Section 188(3) of the Companies Act, 2013 and Clause 49 of the Listing agreement) during the financial year under review were in the ordinary course of business and on arms length pricing basis.
The Particulars of contracts or arrangements with related parties are given under Section 188(1) of the Companies Act, 2013; hence enclosure of Form AOC-2is required. Please refer Annexure -6.
16. MATERIAL CHANGES AND COMMITMENTS:
Your Directors further state that there were no material changes have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of Accounts.
17. ENERGY,TECHNOLOGY AND FOREIGNE XCHANGE:
A) Conservation of energy, technology absorption
As the Company does not fall under any of the industries listed out in the Schedule appended to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, particulars required to be disclosed with respect to conservation of energy and technology absorption, are not applicable to the Company.
The operations of your Company are not energy intensive. Your Company takes various measures to reduce energy consumption by using energyefficient computer systems, electrical and electronic equipment and procuring energy efficient equipment and gadgets in its operation. As an ongoing process, your Company evaluates new technologies and techniques to make its infrastructure more energy efficient.
B) Foreign Exchange Earning /Outgo:
The Company has no Foreign Exchange Earning/ Outgo in Financial Year 2014-15.
18. RISK MANAGEMENT POLICY:
The Company has a risk management framework for identification and managing risks,It is dealt with in greater details in the Management Discussion and analysis section.
19. VIGIL MECHANISM:
The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Directors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted / framed from time to time. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the CEO/ Chairman of the Audit Committee in exceptional cases.
20. ANNUAL PERFORMANCEEVALUATION:
In terms of provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as laid down by the Nomination & Remuneration Committee included various aspects of the functioning of Board such as composition, process & procedures including adequate & timely information, attendance, delegation of responsibilities, decision-making, roles & responsibilities including monitoring, benchmarking, feedback, stakeholders relationship and committees.
The performance of individual Directors including the Chairman was evaluated on various parameters such as knowledge & experience, interest of stakeholders, time devoted etc. The evaluation of Independent Directors was based on aspects like participation in & contribution to the Board decisions, knowledge & experience and judgement.
In Compliance with the provisions of Section 134(3)(p) of the Companies Act 2013 and clause 49 of the Listing Agreement with the Stock Exchange, the Board carried out an Annual Evaluation of its own performance and individual Director. It also evaluate the performance of the committees A separate exercise was carried out to evaluated the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board except the Independent Director being evaluated. The performance evaluation of the Chairman and Non- Independent Directors was carried out by the Independent Directors.
The Directors expressed their satisfaction with the evaluation process.
21. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public during the year under review.
22. PARTICULARS OF REMUNERATION
The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended is set out in Annexure-7 to this Report. However, as per the provision of Section 136 of the Companies Act, 2013, the Report and the Accounts are being sent to all members of the Company excluding the aforesaid information.
23. ANTI SEXUAL HARASSMENT POLICY
During the period under review, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace.
24. ORDERS BY REGULATORS, COURTS OR TRIBUNALS:
No significant and material order was passed by Regulators or Courts or Tribunals impacting the going concern status of your Company and its future operations
The Auditors M/s. V. R. Bhabhra& Co., Chartered Accountants, who are Statutory Auditors of the Company, retire at the forthcoming General Meeting and being eligible for re appointment to audit the Accounts of the Company for the Financial year 2015 - 16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a certificate from the auditors to the effect that their re appointment, if made, would be within the prescribed limits specified in the said section.
26. CORPORATE GOVERNANCE:
A Report on Corporate Governance together with Auditors Certificate as required under Clause 49 of the Listing Agreement forms part of this Annual Report. Please refer Annexure-8
The Directors wish to thank and deeply acknowledge the co operation, assistance and support extended by various Government Authorities, Companys Bankers, Dealers, Vendors, Customers, Suppliers, Shareholders, Stock Exchange and others who have supported the company during its difficult time and hope to receive their continued support.
The Directors also wish to place on record their appreciation for the all round co operation and contribution made by employees at all levels.
|AGRIMONY COMMODITIES LIMITED|
|Date:7th September 2015||ANANDRAO GOLE|
Form No. AOC 1
(Pursuant to first proviso to sub section (3) of section 129 read with Rule 5 of Companies (Accounts) Rule, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint venture
Information relating to subsidiaries of the Company as on 31st March 2015
|Name of the Company||Reporting period for the subsidiary concerned||Share Capital||Reserve & Surplus||Total Assets||Total Liabilities||Investment (Excluding investment in subsidiaries)||Revenue from Operations||Profit Before Taxation||Prov. for Tax||PAT||% of Share|
|Advantage Commodities Pvt Ltd||March 31, 2015||25,00,000||34,47,985||61,85,363||61,85,363||NIL||NIL||2,51,686||89,198||1,66,269||100%|
Part B-Associates and Joint Ventures
The Company does not have any Associates and Joint Ventures as on 31st March 2015
For and on behalf of the Board of Directors
|Director||Chief Financial Officer & Director|
|Date: 7th September 2015|