TO,
THE MEMBERS,
RASHEL AGROTECH LIMITED
Your Directors have pleasure in presenting the 20th Annual Report and the Audited
Accounts for the year ended on 31st March, 2015.
BUSINESS PERFORMANCE:
|
|
Rs. In Lacs |
|
Current Year Ended 31-03-2015 |
Current Year Ended 31-03-2014 |
|
(Rs. In Lacs) |
(Rs. In Lacs) |
| Profit before Tax |
0.30 |
0.48 |
| Less : Provision For Tax |
0.10 |
0.15 |
| Less : Deffered Tax |
- |
- |
| Less : Short/ Excess earlier year |
- |
- |
| Profit after Tax |
0.20 |
0.33 |
| Profit / (Loss) brought from Previous Year |
(66.50) |
(66.83) |
| Balance carried to the Balance Sheet |
(66.30) |
(66.50) |
PERFORMANCE:
The resources of the Company were optimally utilized to maximize the return with
minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the
results in spite of the difficult and turbulent Economic conditions prevailing in the
Country.
DIVIDEND :
Your Directors do not recommend any dividend for the year ended 31st March,
2015 in view to conserve the resources.
DIRECTORS :
Mrs. Anjali Bhande, Director of the Company retires by rotation and being eligible
offers himself for re-appointment.
A brief resume of the Director retiring by rotation at the ensuing Annual General
Meeting and of the Additional Directors whose candidature has been proposed by the member,
nature of their expertise in specific functional areas and name of Companies in which they
hold directorship and/or membership/ chairmanship of Committees of the Board, as
stipulated under Clause 49 of the listing agreement with the Stock Exchanges, is given in
the section on Corporate Governance elsewhere in the Annual Report.
DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors confirming
that they meet with the criteria of independence as prescribed both under Section 149 (6)
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Bombay
Stock Exchange (BSE).
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an established internal control system designed to ensure
proper recording of financial and operational information, compliance of various internal
controls and other regulatory and statutory compliances. Internal Audit is conducted
throughout the organization by qualified independent Internal Auditors. Findings of the
Internal Audit Report are reviewed by the Management and by the Audit Committee of the
Board and proper follow up actions are ensured wherever required.
CHANGE IN THE NATURE OF BUSINESS:
During the period under review, there is no change in the nature of business of the
Company. The Company continues to operate in the trading of grey cloth.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT-9 as required
under Section 92 of the Companies Act, 2013 (herein after referred to as "the
Act") forms an integral part of this Report as "Annexure A".
MEETINGS OF THE BOARD:
During the year, Five (5) Board Meetings were held by the Company on May 29, 2014,
August 13, 2014, August 19, 2014, November 15, 2014 and February 12, 2015.
The intervening gap between the meetings was as prescribed under the Companies Act,
2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of the
Committee Meetings held during the period under review forms part of the Corporate
Governance Report.
DIRECTORS’ RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, the Directors state 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;
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 and
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.
NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board has on the recommendation of the Nomination & Remuneration committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report as
hosted on the www.rashelagrotech.com website of the company.
PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination and Remuneration and other Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.
BOARD PROCEDURE:
Board members are given appropriate documents and information in advance of each Board
and Committee Meeting to enable the Board to discharge its responsibilities effectively by
taking well informed decisions. To enable the Board to discharge its responsibilities
effectively, the Managing Director reviews Company’s overall performance. The
functions performed by the Board includes, in addition to the legal matters compulsorily
required to be performed by it, review of:
- Strategy and Business Plan
- Annual operating and capital expenditure budgets
- Investment and exposure limits
- Compliance with statutory/regulatory requirements and review of major legal issues
- Approval of quarterly/annual results
- Review of the minutes of the Board Meeting, Audit Committee Meeting, Stakeholders
Relationship Committee and Nomination & Remuneration Committee.
AUDITORS & AUDITORS REPORT:
M/s. Lakhpat M. Trivedi & Co., the Auditors retire at the ensuing Annual General
Meeting and being eligible offer themselves for reappointment. The Company has received
the letter from Auditors to the effect that their appointment if made it would be within
the prescribed limits under Section 139 of the Companies Act, 2013.
The Statutory Auditors M/s. Lakhpat M. Trivedi & Co., Chartered Accountants have
issued their reports on Standalone Financial Statements for the year ended 31st March
2015. There are no adverse remarks or qualifications in the said report. The Notes on
Accounts referred to in the Auditors’ Report are self-explanatory and do not call for
any further comments.
Your Directors recommend reappointment of M/s. Lakhpat M. Trivedi & Co. as the
Auditors of the Company.
SECRETARIAL AUDIT REPORT:
In compliance with the provisions of Sec 204 and other applicable provisions of
Companies Act 2013, a secretarial audit was conducted during the year by Secretarial
Auditors M/s. Mayank Arora & Company. The Secretarial Auditor’s Report is
attached as annexure and form part of this report. There is one observation made by the
Secretarial Auditors in their Audit Report as follows:
Company has not appointed Company Secretary under section 203 of the Companies Act,
2013 and Rules there under
To this we would like to clarify that the Company had made very attempt to appoint a
Company Secretary in the year under review. However, Company was not able to find the same
on the salary which can be at par with the Company’s growth and financial ability.
However, your Directors assures that they shall appoint a befitting candidate as soon as
possible. The Secretarial Audit Report forms part of this Notice as "Annexure
B".
INTERNAL AUDITOR:
The Company has appointed M/s. Harish Choudhary & Associates, Chartered
Accountants, (Firm Registration No. 137444W) as Internal Auditor of the Company as per
Section 138 of the Act.
RISK MANAGEMENT:
Risk Management is the process of identification, assessment, and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid a comprehensive Risk Assessment and Minimization
Procedure, which is reviewed by the Audit committee and approved by the Board from time to
time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework as hosted on the www.mahacorp.in website of
the company.
PUBLIC DEPOSITS:
The Company has not accepted any deposit from the general public within the meaning of
Section 73 of the Companies Act, 2013 and the rules made there under.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:
Details of Loan, Guarantees and Investments covered under the provisions of the Act,
are disclosed in the notes to the Financial Statements.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year ended 31st March 2015, there were no material changes and commitment
affecting the financial position of the Company have occurred between the year ended 31st
March 2015 to which financial results relate and the date of the Report.
PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination and Remuneration and other Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not
applicable to the Company; hence no such Committee has been formed. However, Company had
always tried in its best possible ways to involve itself in social development activities.
SHARE CAPITAL:
The Issued, Subscribed & Paid up Capital of the Company as on 31st March 2015
stands at Rs. 95,845,000/- divided into 9,584,500 Equity Shares of Rs. 10/- each. During
the year, the Company has not issued shares with differential voting rights nor granted
any stocks options or sweat equity.
DEMATERIALISATION OF SHARES:
Your Company has connectivity with the National Securities Depository Limited (NSDL)
& Central Depository Services (India) Limited (CDSL) for dematerialization of its
Equity Shares. The ISIN No. INE029D01015 has been allotted for the Company Shares.
Therefore, the members and/or investors may keep their shareholdings in the electronic
mode with their Depository Participant.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is presented in a separate section forming
part of this Annual Report at "Annexure – C".
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on
Corporate Governance practices followed by the Company, together with a Certificate from
the Company’s Auditors confirming compliance forms an integral part of this Report.
Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO
Certification confirming the correctness of the financial statements, adequacy of the
internal control measures and reporting of matters to the Audit Committee forms an
integral part of this Report as "Annexure-D".
PARTICULARS OF EMPLOYEES :
There is no employee covered pursuant to provisions of section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended vide Notification no. GSR 839 (c) dated 25/10/2000.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. An Internal Committee has been set up to redress the complaints received regarding
sexual harassment at workplace and the same is hosted on the www.rashelagrotech.com
website of the company. All employees including trainees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed off
during the current financial year.
Number of Complaints received: Nil Number of Complaints disposed off: Nil
STATEMENT PURSUANT TO LISTING AGREEMENTS
The company’s shares are listed with The Bombay Stock Exchange Limited. Your
Company has paid the respective Annual Listing fees up to date and there are no arrears.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Details of Energy, conservation research and development activities undertaken by the
Company along with the information in accordance with provisions of Section 217(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars in respect of Board
of Directors), Rules, 1998 is given in the Annexure
APPOINTMENT POLICY
The Appointment Policy for Independent Directors, Key Managerial Personnel & Senior
Executives will be as under-
A. Independent Directors:
Independent Directors will be appointed based on the criteria mentioned under section
149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of
the Companies Act, 2013, rules made thereunder & Listing Agreements entered with Stock
Exchanges.
B. Key Managerial Personnel (KMP):
KMP will be appointed by the resolution of the Board of Directors of the Company, based
on qualifications, experience and exposure in the prescribed field. Removal of the KMP
will also be done by the resolution of Board of Directors of the Company. Appointment/
Removal will be in accordance with the provisions of the Companies Act, 2013, rules made
thereunder and Listing Agreements entered with Stock Exchanges.
C. Senior Executives:
Senior Executive will be appointed by the Chairman and the Managing Director and/or
Executive Director of the Company based on their qualifications, experience and exposure.
Removal of the Senior Executives will also be by Chairman, Managing Director and/or
Executive Director. Further, appointment and removal will be noted by the Board as
required under clause 8(3) of Companies (Meeting of Board and its Powers) Rules, 2014.
ACKNOWLEDGEMENT:
Your Directors take the opportunity to express their grateful appreciation for the
excellent assistance and co-operation received from their Bankers, Customers etc. Your
Directors also thank all the shareholders for their continued support and all the
employees of the Company for their valuable services during the year.
|
By Order of the Board of Directors |
|
For Rashel Agrotech Limited |
|
Sd/- |
|
Satish Karmalkar |
|
Director |
| Place : Indore |
|
| Date : 14.08.2014 |
|
+91-9892691696
