To the Members,
The Board of Directors have pleasure in presenting before you the Twelfth Annual Report
of the Company together with the Audited Statements of Accounts for the year ended 31st
March, 2020.
FINANCIAL HIGHLIGHTS:
(Rs in actual)
| PARTICULARS |
2019-20 |
2018-19 |
| Sales of Services - Software |
1,78,86,000 |
8,40,78,250 |
| Sales of Goods Aquaculture |
289,057,387 |
11,49,52,500 |
| Gross Income |
30,69,43,387 |
19,90,30,750 |
| Depreciation & amortization expenses |
1,16,50,424 |
4,11,59,312 |
| Finance Cost |
37,27,394 |
55,66,315 |
| Gross Profit |
16,75,89,299 |
1,72,43,031 |
| Net Profit Before Tax |
16,75,89,299 |
1,72,43,031 |
| Provision for Tax |
4,35,28,443 |
31,56,606 |
| Net Profit After Tax |
12,40,60,856 |
1,40,86,425 |
| Balance of Profit brought forward |
12,40,60,856 |
1,40,86,425 |
| Balance available for appropriation |
12,40,60,856 |
1,40,86,425 |
| Proposed Dividend on Equity Shares |
0 |
0 |
| Tax on proposed Dividend |
0 |
0 |
| Transfer to General Reserve |
0 |
0 |
| Surplus carried to Balance Sheet |
12,40,60,856 |
1,40,86,425 |
OPERATIONAL REVIEW
Gross revenues increased to Rs. 30,69,43,387 as against Rs. 19,90,30,750 in the
previous year. Profit before taxation was Rs. 16,75,89,299 against Rs. 1,72,43,031 in the
previous year. After providing for taxation, the net profit of the Company for the year
under review was placed at Rs. 12,40,60,856 as against Rs. 1,40,86,425 in the previous
year.
Our Company was initially a hardcore software development and information technology
outsourcing company, as a maturing organization we have carefully considered a multitude
of business streams with potential growth opportunities in the near future and long term.
A self-analysis and an educated assessment of the risks involved with the software
business have resulted in our interest and investment in the food industry like Aqua
culture business trading in the third quarter of 2018.
This is being the second year of operation in Hatchery trading, your Company will
consistently focus on providing good quality with full traceability Prawn seeds to the
Customers by using Modern technologies and innovative ideas in Prawn Hatchery operations.
The Company proposed to take out an existing modern hatchery to operate on lease basis
under Asset Light Model in the current financial year 2020-21. In order to augment
production with minimal capital cost, Hatchery segment is expected to generate Rs.30
Crores additional revenue resulting in additional net profit of Rs.6 Crore. The existing
customer base in trading will be retained and continued after the acquisition of existing
Hatchery Unit.
The Company has curtailed IT segments on account of the prevailing global economic
crisis, IT services will be used for R&D and in-house development of software for Aqua
Culture activity. Other revenue flow of the company will be from outsourcing of in-house
talents and renting out of work stations that were used for software development
activities.
DIVIDEND
In order to conserve the resources of the Company and to expand and intensify the
business operations, your Directors do not recommend any dividend for the year ending
March 31, 2020
SHARE CAPITAL
The Companys paid up Equity Share Capital as on March 31st 2020 is Rs.
10,26,32,000. The Company has neither issued any shares with differential rights as to
Dividend, Voting or otherwise nor issued shares (including sweat equity shares) to the
Employees or Directors of the company under any Scheme. As on March 31, 2020 none of the
Directors of the Company hold shares of convertible instruments of the Company.
No disclosure is required under Section 67(3)(c) of the Act, in respect of voting
rights not exercised directly by the employees of the Company as the provisions of the
said Section are not applicable.
FINANCE
Cash and cash equivalents as at 31st March, 2020 was Rs. 10,96,437/-. The
Company continues to focus on judicious management of its working capital, receivables,
inventories and other working capital parameters were kept under strict check through
continuous monitoring.
PUBLIC DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and any
amendments thereto.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of
Section 186 of the Companies Act, 2013. The Company has not made any investment for the
year under review.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board is accountable for evaluating and approving the effectiveness of internal
controls, including financial, operational and compliance controls. The Company has a
proper and adequate internal control system to ensure that all its assets are safeguarded
and protected against any loss and that all the transactions are properly authorized and
recorded.
The internal control system is subject to continuous improvement, with system
effectiveness assessed regularly. Information provided to management is reliable and
timely. The Company ensures the reliability of financial reporting and compliance with
laws and regulations.
The Company is strengthening the controls by leveraging technology and centralizing
processes, enhancing monitoring and maintaining effective tax and treasury strategies.
The Audit Committee continues to monitor the effectiveness of internal control over the
use of new technologies that impact the financial controls and reporting enterprise risk.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has formulated CSR Policy based on the recommendation of the Committee and
disclosed contents of such policy in its report and the same is displayed on the Companys
website, per annexure attached to the Companies (Corporate Social Responsibility Policy)
Rules, 2014. Amount to be spent for CSR Activities are applicable only in subsequent years
and other details of the Committee are given by way of Annexure-E attached to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, is given in Annexure-B to this Annual Report.
DIRECTORS AND KEY MANANGERIAL PERSONNEL
The Board of your Company is duly constituted in accordance with the requirements of
the Companies Act, 2013 and SEBI Regulations. There are totally three Directors on board,
Mr. Jesudas Premkumar, Managing Director, Mr. Allwin Roeger, Independent Director and Mrs.
Ruth Hilda, Independent Director. All three Directors were reappointed for a period of
Five years for second term with effect from AGM held on last year on 13th
September, 2019 and are not liable to retire by rotation.
There was no change in the composition of the Board of Directors and the Key Managerial
Personnel of the Company for the year under review.
INDEPENDENT DIRECTORS (IDS)
Board has two Independent directors, Mr. Allwin Roeger, and Mrs. Ruth Hilda. All IDs
hold office for a fixed term of five years and are not liable to retire by rotation.
The terms of IDs cover, inter-alia, duties, rights of access to information, disclosure
of their interest / concern, dealing in Companys shares, remuneration and expenses,
insurance and indemnity. The IDs are provided with copies of the Companys policies and
charters of various Committees of the Board.
In accordance with Section 149(7) of the Companies Act, 2013, all IDs have declared
that they meet the criteria of independence as provided under Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the Listing Regulations and the Board confirms
that they are independent of the management.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from each Independent Director of the
Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of
the Company meet with the criteria of their Independence laid down in Section 149(6) of
the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
A separate meeting of the Independent Directors was held on March 18, 2020 to review
the performances of;
(a) Non-independent Directors and Executive Directors;
(b) To assess the quality, quantity and timeliness of flow of Information
FAMILIARISATION PROGRAMME FORINDEPENDENT DIRECTORS
The details of the familiarisation programme for the Independent Directors is reported
in the Report on Corporate Governance, which is attached to the Boards Report.
KEY MANAGERIAL PERSONNEL (KMP)
Mr. Jesudas Premkumar, Managing Director, Mr. Ezhumalai Muniyan, Chief Financial
Officer and Ms. Dharani Company Secretary are the KMPs of the Company in terms of Section
2(51) and Section 203 of the Act, 2013 as on date of this Report.
EVALUATION OF THE INDEPENDENT DIRECTORS AND COMMITTEES OF DIRECTORS
In terms of Section 134 of the Act, 2013 and the Corporate Governance requirements as
prescribed under Listing Regulations, the Board reviewed and evaluated Independent
Directors and various Committees viz., Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee and Stakeholders Relationship
Committee, based on the evaluation criteria laid down by the NRC.
Board has carried out the evaluation of all Directors (excluding the Director being
evaluated) and its Committees through a set of questionnaires.
POLICIES
The Company is compliant with the following policies/charters:
- Audit Committee Charter
- Nomination and Remuneration Policy
- Corporate Social Responsibility Committee
- Vigil Mechanism/Whistle Blower Policy
- Policy for determination of Materiality of any Event/Information
- Policy on Independent Directors
- Related Party Transaction Policy
- Code of conduct for prevention of insider trading and code of practices and
procedures for fair disclosure of unpublished price sensitive information
- Policy for preservation of documents and Archival Policy
All the policies are available in the website of the Company
http://www.acewinagriteck.com/investor.php
BOARD MEETINGS
The Board of Directors met 13 times during the financial year 2019-20. The dates of the
Board meetings are as follows:
26th April, 2019, 10th May, 2019, 15th May, 2019, 21st
May, 2019, 06th June, 2019, 21st June, 2019, 27th June,
2019 06th August, 2019, 20th August, 2019 03rd September,
2019, 11th November, 2019, 03rd February, 2020, and 18th
March, 2020.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
i) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
ii) The directors have selected such accounting policies and applied them consistently
and made judgments 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) The directors have 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.
iv)The directors have prepared the annual accounts on a going concern basis.
v) 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.
vi)The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the Company at large.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard.
SECRETARIAL AUDIT
According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company engaged the services of M/s. L B and Co, having Firm Reg No: 5363, Practising
Company Secretary, Chennai to conduct the Secretarial Audit of the Company for the
Financial Year 2019-20.
The Secretarial Audit Report submitted by the Company Secretary in Practice is enclosed
as a part of this Annual report in Annexure-A, which is self-explanatory.
The Secretarial Auditors report does not contain any qualification, reservation or
adverse remarks.
AUDITORS
M/s. Venkatesh & Co, Chartered Accountants (Firm Registration No: FRN 004636S) were
first appointed as Statutory Auditor of the Company to fill the casual vacancy created by
resignation of the Auditor, Ms. ELANGOVAN & CO, Chartered Accountants, Chennai with
effect from March 11, 2019 till the conclusion of the previous year AGM vide Postal ballot
meeting dated 09th June, 2019.
M/s Venkatesh & Co, Chartered Accountants (FRN: 0046365), Chennai has been
reappointed as Statutory Auditor of the Company at last Annual General Meeting held on 13th
Day of September, 2019 for a period of four years.
OBSERVATIONS IN AUDITORS REPORT
Details of Audit Qualification: Sundry Debtors amounting to Rs. 11,05,35,700/-
stands unrealized for a period of more than one year. The Management is of the opinion
that these sundry debtors are Good and Realisable.
Reply: The company supplies shrimp seeds on credit basis repayable within 6 months,
credit period will be extended on a case to case basis depending on the request of the end
users, the farmers.
The Aquaculture industries generally offer various credit facilities to farmers for
feeds, chemicals and consumables and this will be recovered at the time of harvest of
shrimp. In a year there will be two crops January to June and July to December. The
culture will be 130 days to 150 days per crop. The remaining period is for the
disinfection of the pond.
Farmers are the backbone of Aquaculture industries, without farmers there will be no
hatchery or processing plant and no export. Out of INR 40,000/- thousand crore of marine
export earnings last year INR 30,000 crore is from cultured prawn. Hence to support them
in all concerns relating to prawn culture the Company follows a liberal approach in
handling the receivables but at any cost we did not have much bad debts in the past, we
have collected a major portion. However adequate measures are taking care including
regular follow-up by the marketing team and are ensuring that the receivables are
recovered. A delay in the recovery is inevitable in this type of industry. The farmers
will not cheat but there will be a delay, if alternatively crop is good and bad. If the
crop is continuously success it will come on time.
This year there is a further delay in the recovery on account of the COVID 19 pandemic.
Even then the Company has a responsibility to the society to help them out of their
economic crisis because of the force majeure situation but still the Company has reasons
to believe that the debt is good and recoverable. Normally in the month of December to
March, 4 months very good sales will be there and the collection also will be good. But
this year its complete reverse in nature.
The price of the prawn is based on the export market. Because of the Covid 19 nobody
was prepared to prepare the pond because china is the major importer of prawn next to USA
so nobody was willing to stock, it has been geared up from middle of March 2020. The
farmer didnt get the sale proceeds from the processors. Since processor are not able to
export because of the very less demand from China. Once the payment is received from
processor the farmer will release the payment. We can assure that all the debts will be
realised at the earliest.
COST AUDIT
The Central Government has not prescribed maintenance of cost records for the existing
business activities of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report are covered separately and forms part of
the Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as Annexure-C to this report and can be accessed in the website of the Company at
http://www.acewinagriteck.com/pdf/annual-return/MGT%209%20-%20Annual%20return.pdf
HUMAN RESOURCES
Constituents of Human Resources Development framework followed at the Company include
Workforce planning, Employee engagement, Performance & Compensation management,
Learning and Development, Career & Succession planning and Organization Development.
Towards sustenance and delivering improved results, these constituents have a structured
approach, policies and standard operating procedures which are reviewed and updated
periodically.
Current and future Skill-based competency development are planned and executed through
both in-house programs and globally acclaimed programs, continuing education, challenging
project assignments and job rotations. The Company continues to maintain its record of
good industrial relations without any interruption in work.
PARTICULARS OF EMPLOYEES
The Company has not employed any person during the year,
- whose remuneration was not less than Rs. 60,00,000/- for the whole year or - not less
than Rs. 500,000/- per month, if employed for part of the year.
- if employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate which,
in the aggregate, is in excess of that drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the Company.
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto, excluding
the information on employees particulars which is available for inspection by the members
at the Corporate office of the Company during business hours on working days of the
Company up to the date of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Company secretary in advance. Details of
remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees are given
in Annexure-D.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
The Company has taken adequate steps to adhere to all the stipulations laid down under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A report on Corporate Governance included as a part of this Annual
Report is given in Annexure-F.
Certificate from the Statutory Auditors of the Company confirming the compliance with
the conditions of Corporate Governance as stipulated under Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached
to this Annual Report.
The Director & CEO and the Chief Financial Officer (CFO) of the Company have
certified to the Board on financial statements and other matters in accordance with
Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the
financial year ended 31st March 2020.
CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors has approved a Code of Conduct and Ethics in terms of Schedule
IV of Companies Act, 2013 and Listing Agreement. All the Board Members and the Senior
Management personnel have confirmed compliance with the Code for the year ended March 31,
2019. The annual report contains a declaration to this effect signed by the Managing
Director and CFO.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY
The Companys policy on Prevention of Sexual Harassment of Women provides for the
protection and prevention against sexual harassment of women employees at the workplace
and redressal of such complaints. There were no complaints received or pending for
redressal during the FY 19-20.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In accordance with section 177(9) and (10) of the Companies Act, 2013 and Regulation 22
of SEBI (LODR) Regulations, 2015 the company has established a Vigil Mechanism and has a
Whistle Blower Policy. The policy provides a mechanism for all employees to report to the
management, grievances about the unethical behavior or any suspected fraud. The policy is
available at the website of the company www.acewinagriteck.com
PREVENTION OF INSIDER TRADING:
The Company has complied with the provisions of SEBI (Prevention of Insider Trading)
Regulations. The Company has adopted a Code of Conduct for Prevention of Insider Trading
with a view to regulate trading in securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing in the Companys shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. The code of conduct for prevention of insider
trading is available in the website of the companywww.acewinagriteck.com
COMPLIANCE OF SECRETARIAL STANDARD
The Company has complied with the Secretarial Standards issued by The Institute of
Company Secretaries of India and approved by the Central Government as required under
Section 118(10) of the Companies Act, 2013
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals, which would impact the going concern status of the Company and its future
operations.
ACKNOWLEDGEMENTS
The Directors gratefully acknowledge the continued support and co-operation received
from the Company viz., M/s. Acewin Agriteck Limited, Chennai. The Directors also thank the
bankers, financial institutions, customers, dealers, vendors and sub-contractors for their
valuable support and assistance.
The Directors wish to place on record their appreciation of the very good work done by
all the employees of the Company during the year under review. The Directors also thank
the investors for their continued faith in the Company.
On behalf of the Board
For Acewin Agriteck Limited
Sd/-
JESUDAS PREMKUMAR
MANAGING DIRECTOR
DIN: 7008031
Place: Chennai
Date: 02nd September, 2020
+91-9892691696
