Your Directors are pleased to present the 25th Annual Report of the Company, alongwith the Audited Financial Statements for the year ended 31st March, 2016.
(Rs. in Lakhs)
|Net Sales/ Income from Operations||1783.97||4200.83||1787.78||4200.83|
|Profit/(Loss) before Interest & Exceptional Items||19.15||15.16||20.31||17.68|
|Profit/(Loss) after Interest before Tax & Exceptional Items||13.61||5.20||14.74||7.71|
|Profit/(Loss) before Tax||13.61||7.55||14.74||7.71|
|Less: Tax provisions||3.05||2.75||3.27||3.65|
|Less: Prior year Tax||-||-||-||-|
|Less: Prior period adjustments||23.13||0.10||23.52||-2.26|
|Amount available for Appropriation/(Loss)||164.62||176.67||167.04||178.53|
We have please to inform you that the Company is in stage of growth, in terms of higher profitability. The Income from operation for the financial year 2015-16, for the year under review was at Rs. 1783.97 Lakhs compared to Rs.4200.83 lakhs during the financial year 2015-15. The EBIDTA excluding exceptional items, stood at Rs.13.61lakhs during financial 2015-16, as compared to Rs.5.20 lakhs in the Previous Financial year showing a growth of more than One and half times.The PAT for the financial year under review was Rs.11.08 Lakhs as compared to Rs.6.28 lakhs in the previous year, i.e. a growth by 76%.
During the Financial year the company has written off the Preliminery and Public Issue expenses to the extent of Rs. 23.13 Lakhs due to which, the PAT, after adjustment of prior period and exceptional items, stood at Rs.12.05 Lakhs (Loss).
The paid up Equity Share Capital as at March 31, 2016 was Rs. 11,39,00,000 /-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.
With a view to strengthen the financial position of the Company, Your Board of Directors have not recommended any dividend for the financial year 2015-2016.
Directors have not transferred any amount to general or other reserves.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your company has in place adequate Internal Financial commensurate with the size, scale and complexity of its business operations. During the year, an independent Chartered Accountant have verified such control and no reportable material weakness which has impact on the financial statements was observed.
Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss and ensure prevention and detection of frauds and errors, the accuracy and the completeness of accounting records and timely availability of financial information and that the transactions are authorised, recorded and reported diligently.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section134(3)(c) of the Companies Act, 2013, with respect to the Directors Responsibilities Statement, it is hereby confirmed that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. the directors had 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 and of the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis; and
e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BOARD OF DIRECTORS
The Board of the Company presently consists of 5 directors, out of which 3 (Three) are independent Directors.
Retirement by Rotation
Pursuant to the article 129 of the Articles of Association of the Company read with Section 152 of the Companies, Act 2013, Mr. Jairaj Bafna is due to retire at the ensuing Annual General Meeting and is eligible for re-appointment.
Declaration by Independent Director
All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
Number of Meetings of the Board
During the year under review,19 (nineteen) Board Meetings were duly held. The intervening gap between the Meetings was not more than 120 days as prescribed under the Companies Act, 2013.
FORMAL ANNUAL EVALUATION
During the year, the Board evaluated its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. Separate exercise was carried out to evaluate the performance of Non-Independent Directors including the Board Chairman who were evaluated on parameters such as Key achievements, Short term and long term targets, challenges faced, Implementation of Strategic decisions, organizational success, participation and attendance in Board and Committee Meetings etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-Independent Directors was carried out by the Independent Directors.
Independent Directors were evaluated on the parameters such as attendance and participations in the meetings and timely inputs on the minutes of the meetings, adherence to ethical standards & code of conduct of the Company, disclosure of non-independence, as and when exists and disclosure of interest, interpersonal relations with other Directors and Management, understanding of the Company and the external environment in which it operates and contribution to strategic direction, safeguarding interest of whistle-blowers under vigil mechanism and safeguard of confidential information.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
KEY MANAGERIAL PERSONNEL
During the year under review, Ms. Niki Shah, Company Secretary & Compliance Officer of the Company resigned w.e.f. July 31, 2015 and Ms. Monali Mehta has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. January 04, 2016.
The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2016. The Company has no deposit which is not in compliance with the provisions of Chapter V of the Companies Act, 2013 and as the Companies (Acceptance of Deposit) Rules, 2014.
The Subsidiary company viz Advantage Commodities Private Limited became the wholly owned Subsidiary during the financial year. The Company has attached alongwith its financial statement, a separate statement containing the salient features of the financial statement of the said subsidiary in "Form AOC-1" which is annexed as "Annexure - A".
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated under the provisions of the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements together with Auditors Report form part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY COMPANY
During the year under review, your company has granted loans to the extent of Rs. 729.93 Lakhs and your company is in compliance with the provisions of Section 186 of the Companies Act, 2013,
During the year under review, your Company has not given any guarantee to any person falling under ambit of Section 186 of the Companies Act, 2013.
During the year under review, your Company has invested and has granted loan to M/s. Advantage Commodities Private Limited, wholly owned Subsidiary, which does not fall under the ambit of Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANAGEMENTS WITH RELATED PARTIES
All related party transactions made during the financial year 2015-16 were on arms length basis and were in the ordinary course of business. All transactions with related parties are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of afore seen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement specifying the nature, value and terms & conditions of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a Half yearly basis.
All transactions entered into with related parties during the year were on an arms length basis and were in the ordinary course of business. Accordingly, there are no transactions that are required to be reported in Form AOC-2.
EXTRACT OF ANNUAL RETURN
The details forming part of the extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is prescribed in "Annexure - B" and forms an integral part of this report.
MATERIAL CHANGES AND COMMITMENTS
The Company had receivable of greater than 6 months of Rs. 1150.87 Lakhs as on March 31, 2016 and the Company has brought down as on September06, 2016 to Rs. 1109.85/-in line with the implementation of IFCR.
Same way has reduced the payables of more than 6 months as on March 31, 2016 of Rs.702.20 Lakhs to Rs.614.21 lakhs as on September6, 2016
RISK MANAGEMENT POLICY
During the year under review, the Company has identified and evaluated elements of business risk. Business risk, inter alia, further includes fluctuations in foreign exchange, Raw Material Procurement risk, Environmental & Safety Risk, Working Capital Risk, Market Risk and Business Operations Risk. The risk management framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanism of such risks. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary mitigation actions.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements of Section 178 of the Companies Act, 2013.
The Company strives to maintain an appropriate combination of executive, non-executive and Independent Directors. In terms of provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee considers and recommends the Board on appointment and remuneration of Directors and Key Managerial Personnel and the Companys Nomination and Remuneration Policy is enclosed as "Annexure - C".
A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance, forms a part of this Annual Report, as per SEBI (Listing Obligations &Disclosure Requirements), Regulations, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under the provisions of SEBI Regulations, 2015 is annexed hereto forming part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
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 2015-16.
M/s. V.R. Bhabhra& Co., Chartered Accountants (Firm Registration No.:112861W), Statutory Auditors of the Company were appointed for the period of 3 years. They hold office upto 26th Annual General Meeting (F.Y. 2016-2017).
In terms of the provisions of the Companies Act, 2013, it is necessary to get the appointment ratified by the shareholders in every Annual General Meeting until the expiry of the period of original appointment.
In this regard, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of the Section 141 of the Companies Act, 2013.
In view of the above, the Board of Directors recommends your ratification of the Statutory Auditor M/s. V. R. Bhabhra & Co., Chartered Accountants (Firm Registration. No. 112861W) as mentioned in the Notice convening AGM.
There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. Dhirendra Maurya & Associates, Company Secretaries (C.P. No. 9504), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -D" and forms an integral part of this report.
There are no qualifications, reservations or adverse remark or disclaimer made by the auditor in their Report.
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked "Annexure - E".
PARTICULARS OF EMPLOYEES
The provisions of Rule 5 (2) & (3) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.1.20 Crores per year to be disclosed in the Report of Board of Directors are not applicable to the Company since none of the employee was in receipt of remuneration in excess of Rs. 1.20 Crores during the financial year 2015-16.
DISCLOSURE ON WOMEN AT WORKPLACE
The Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no case was reported in this regard.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR related provisions of the Companies act, 2013 do not apply to the Company as the Company does meet profit, turnover or net worth criteria prescribed in this regard.
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.
|For and on behalf of the Board of Directors|
|of Agrimony Commodities Limited|
|Place: Mumbai||Chairman & Managing Director|
|Date: September 07, 2016||DIN: 06668955|