Agro Dutch Industries Ltd Directors Report.

The Directors are pleased to present the 24 Annual Report and Audited Statements of Accounts for the period ended on 31st March, 2016.

FINANCIAL RESULTS (Rs. in lacs)
Particulars 2015-16 2014-15
Net Sales/Income 663.22 883.43
Other Income 32.15 159.06
(Increase)/Decrease in Stock 783.55 627.12
Total Expenditure 8503.41 9073.08
Profit (Loss) before Int./Tax/Dep. (32.37) (1384.27)
Interest (4992.57) 4609.33
Depreciation (1553.28) 2028.01
Misc Expenses W/o - -
Profit (loss) before Tax (6578.22) (8021.61)
Provision for Taxation - -
Profit after Current Tax (6578.22) (8021.61)
Provision for deferred Tax - (319.98)
Mat Credit Entitlement/Reversal 149.84 33.58
Profit/(Loss) after Tax (6728.06) (7735.21)
Extra Ordinary Items including 2.49 8.99
Previous year adjustments
Net Profit/(Loss) After tax (6730.55) (7744.20)

DIVIDEND

In view of the loss, Board of Directors regrets their inability to recommend any Dividend for the year under review.

PERFORMANCE

The majority of the assets of the company continues to be the under the possession of Secured Creditors in terms of Securitisation and Reconstruction of Financial Asset and Enforcement of Security Interest Act, 2002. Out of the said possessed assets, the secured creditors have auctioned the assets situated at village bhagwanpur, Tehsil Derabassi Punjab (Can Unit). The auction process for the Chennai unit has also been initiated by the secured creditors. However, the company continues to operate the mushroom growing facility at a scaled down level.

FINANCE

1. SHARE CAPITAL

The paid-up equity share capital as on 31st March, 2016 was Rs. 54,365,000. During the year under review, the company has neither issued shares with Differential Voting Rights nor granted Stock Options nor sweet Equity. As on 31st March, 2016 none of the Director of the Company held shares or convertible instruments of the Company except Mr. Malvinder Singh, Chairman who held 4,824,629 Equity Shares.

2. FIXED DEPOSIT

During the year under review, your Company did not accept any Fixed Deposits from the Public.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs every company having the net worth of Rs. 500 crores or more, turnover of Rs. 1000 crores or more, or net profit of Rs. 5 Crore or more during any financial year have to spend at least 2% of the average net profit of the company made during the three immediately preceding financial years.

Our Company is loss making company therefore, CSR contribution is not applicable to our company.

DIRECTORS

I. Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vivek Atri, Director (DIN: 05342031) of the Company retires by rotation and being eligible offers himself for re-appointment.

ii. Declaration by Independent Directors

All Independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of Companies Act, 2013 and Clause 49 of Listing Agreement.

iii. Board Evaluation

In compliance with the provisions of the Companies Act,2013 and Clause 49 of Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

iv. Nomination & Remuneration Policy

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. More details of the same are given in Corporate Governance Report.

v. Board Meetings

During the year, (4) Board Meetings and (4) Audit Committee Meetings were convened and held. The details are given in Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors / Internal Auditors of the Company from time to time, your Directors make the following statement in terms of section 1 34 (3) (c) of the Companies Act, 2013

I. That in the preparation of accounts for the period ended 31st March, 2016, the applicable Accounting Standards had been followed and there are no material departures;

II. That such accounting policies, as mentioned in Financial statements as Significant Accounting Policies have been selected and applied consistently and judgments and estimates have been made that are true and fair view of the state of affairs of the company as at 31st March, 2016 and of the profit of the company for the year ended on that date ;

III. That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2015 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

IV. That the annual financial statements have been prepared on a going-concern basis.

V. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

VI. That proper system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Companys Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companys established policies and procedures have been followed. The Audit Committee constituted by the board reviews the internal control and financial reporting issues with the Internal Auditors.

AUDITORS & AUDIT

STATUTORY AUDITORS

The Statutory Auditor of the Company, M/s Rakesh Singla & Associates Chartered Accountants, (Firm Registration No. 03371N) were appointed as Statutory Auditors by the members for a period of five years in the Annual General Meeting held on 4th August, 2014. Their appointment would be ratified at the ensuing Annual General Meeting.

INTERNAL AUDITOR

The board of Directors of your Company has re-appointed, M/s Sajjan Jindal & Company (Firm Registration No. 014054N), as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial year 2016-2017.

SECRETARIAL AUDITOR

The board of Directors of your Company has appointed M/s. Kanwaljit Singh & Associates, Practicing Company Secretaries, as Secretarial Auditors pursuant to the provisions of Section 204 of the Companies Act, 2013. The report of the Secretarial Auditors is annexed to the report as per Annexure A. There are some qualification in the Report the replies/clarification(s) on the same are given below:-

1. The Company has substantially curtailed its production and also made default in repayments of its debts. Accordingly, the cash flows are negative and the company is not in a position and also not in a need to appoint Chief Financial Officer (CFO).

2. The Official website of the Company has been updated as per the requirements of the Clause 54 of the Listing Agreement.

3. The application is rejected due to discrepancy in advertisement. The same in being filed again after rectification.

4. The Record was created, but due to some bugs in electronic storage, it could not be stored.

5. Due to discontinuation of operations, cash flows are negative. Accordingly, statutory dues are not paid in time or in arrears.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the listing Agreement with the Stock Exchange.

A separate report on Corporate Governance alongwith Report on Management Discussion & Analysis is enclosed as a part of the Annual Report.

INTERNAL FINANCIAL CONTROL

A detailed note has been provided under Management Discussion and Analysis report.

CHENNAI PLANT

The Secured Lenders continues to have the possession of the Chennai Unit under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI) alongwith Can Unit situated at Village Bhagwanpur, Tehsil Derabassi, Punjab.

DISCLOSURE UNDER COMPANIES ACT, 2013

(I) EXTRACT OF ANNUAL RETURN

The extract of annual return in Form No. MGT-9 shall form a part of the Boards Report as Annexure-B’

(II) COMPOSITION OF AUDIT COMMITTEE

The board has constituted Audit Committee, which comprises of Mr. Jalesh Grover as Chairman and Mr. Ajay Arora and Miss Navpreet Kaur as the Members. More details about Committee are given in Corporate Governance Report.

(III) RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2015-2016. All Related Party Transactions entered into past were on an arms length basis and were in the ordinary course of business. 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 the interests of the company at large.

On the recommendation of Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of company (www.agrodutch.in) under the head investors Relations. The policy envisages the procedure governing related party transactions required to be followed to ensure compliance with applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.

A statement of all related party transactions are presented before Audit Committee on quarterly basis, specifying the nature, value and terms & conditions of the transactions. The form number AOC-2 is annexed herein as Annexure-C.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

PARTICULARS OF EMPLOYEES

There has been no employee during the year whose particulars are required to be given pursuant to provision of the Companies Act, 2013. Disclosures pertaining to remuneration and other details as required under section 197 (12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in Annexure-D.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the company has formulated a Whistle Blower Policy to establish a vigil mechanism for the directors and the employees of the company. The purpose and objective of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under Section 134 of the Companies Act, 2013 read with the rules made there under is given in Annexure E forming part of this Report.

PERSONNEL

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

LISTING OF SHARES & SEBI REGULATION

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

ACKNOWLEDGMENT

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: 18/08/2016 Vivek Atri
Managing Director