CIAN Agro Industries & Infrastructure Ltd Directors Report.
Your Board of Directors ("Board") is pleased to present the Thirty-Second Annual Report of CIAN Agro Industries & Infrastructure Limited ("CIAN" or "the Company" or "your Company"), for the financial year ended March 31,2019 ("the year under review" or "the year" or "FY19").
In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or reenactments) thereof, for time being in force) ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Regulations"), this report covers the financial results and other developments during the financial year April 1,2018 to March 31, 2019 and upto the date of the Board meeting held on August 29, 2019 to approve this report, in respect of CIAN and CIAN Consolidated comprising CIAN and its subsidiary companies. The consolidated entity has been referred to as "CIAN Group" or "Your Group" or "the Group" in this report.
1. Financial Performance :
Financial results for the year ended March 31,2019 are presented in the table below:-
|Revenue from Operations||13.307.63||19.684 95||15.615.47||19.81065|
|Depreciation||243 64||197.88||477 31||22461|
|Interest & Financial Expenses||647.47||353.23||1032.07||392.89|
|Profit before Exceptional items and tax||568.04||281.23||277.34||255 12|
|Profit /(Loss) Before Tax||568 04||281.23||277.34||255.12|
|Tax expense||107.21||110.0291||169.37||144 69|
|Profit /(Loss) After Tax||460.83||171.1996||107.97||112.13|
|Other comprehensive income||214.82||2146.09||379.93||3,206.40|
|Total comprehensive income||675.65||2.317.2917||487.90||3,318.54|
2. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
As on 31st March, 2019, there are two (2) wholly-owned subsidiary Companies of the Company viz. Jairam Infraventure Private Limited and Purti Agrotech Limited.
A separate statement containing the salient features of the financial statements of Wholly-owned subsidiary Companies of the Company in form AOC-1 is appended as "ANNEXURE-A" forms part of this report.
The financial statements of the wholly-owned subsidiary companies and their related information are uploaded on the website of your Company and can be accessed using the link http://www.cianindustries.com/investors documentation and the same are available for inspection by the Members at the Registered Office of your Company during business hours on all working days except Saturdays and Sundays up to the date of the 32nd Annual General Meeting ("32nd AGM"), as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office Address.
3. OPERATIONS OF THE COMPANY:-
The Standalone Gross Revenue from operations for FY 2018-19 is Rs. 13,307.62 Lakhs (Previous Year Rs. 19,684.95). The Net profit for the year stood at 568.04 Lakhs against Rs. 281.23 Lakhs reported in the Previous Year.
The Consolidated Gross Revenue from operations for FY 2018-2019 is Rs. 15,615.47 Lakhs (Previous Year: Rs. 19,810.65 Lakhs), The Consolidated Net Profit stood at Rs. 277.34 Lakhs (Previous Year: Rs. 255.12 Lakhs).
Your Company delivered another year of resilient performance despite heightened competitive intensity, elevated input costs, gestation costs of new products/categories and challenging operating environment, the Company recorded robust growth in Profitability which is increased sharply by 50.49% to its highest level of Rs. 568.04 Lakhs as Company continuously focusing on its rigorous cost restructuring exercises and efficiency improvements which have resulted in significant savings through continued focus on cost controls process efficiencies which has strengthened its cost position and now focusing on strengthening its Financial position along with the steady Growth.
Segment wise reviews of operations of the Company are as follows:-
i) Agro Division:-
During the Financial year 2018-19 under review, revenue from Agro Division of the Company is Rs. 10,458.11 Lakhs as compared to previous financial year of Rs. 14,423.97 Lakhs.
CIAN is committed to delivering superior and differentiated products that create value for the Indian consumer. Some of the differentiated products of best international standards include CIAN Spices offering consumers and future generations a safer and better product. Your Companys FMCG brands have achieved impressive market standing in a relatively short span of time.
The Company has expanded its reach to new states like of Karnataka & Delhi and straightens its existing Market hold in the state like Maharashtra, Madhya Pradesh, Chhattisgarh and Gujarat. The Spices products of the Company are manufactured through its Wholly-owned subsidiary Purti Agrotech Limited.
ii) Health and Personal Care Division:-
During financial Year 2018-19 under review, Revenue from operation of Healthcare division of the Company is Rs. 257.23Lakhs. as compared to previous year of financial year of Rs. 2,417.42 Lakhs.
Further, Company has diversified operation of Personal care division by introducing sanitary products under the brand "Klaren" & cosmetic products under the brand "OIR" and a range of eco-friendly home care products under the brand named "NEU". Aforesaid division of the Company has strong potential for expansion in recent future and to build strong fundamentals of the Company.
During financial year 2018-19 under review, Revenue from personal care division of the Company is Rs. 245.14 Lakhs as compares to previous year of financial year of Rs. 57.94 Lakhs. Your Company is well positioned to seize the emerging Opportunities.
iii) Infra Division:-
During Financial Year 2018-19 under review, Infrastructure Division has recorded turnover of Rs. 2,592.28 Lakhs. Company also operates Aluminum processing unit and hot rolling mill through its wholly-owned subsidiary Jairam Infraventure Pvt. Ltd. (the "Jairam"). The Plant of the Jairam is located at MIDC, Kalmeshwar, Dist. Nagpur and has a strategic geographical location, which allows us to tap a vast area of the market and serve our customer better across India.
The Company is currently manufacturing Aluminium hot rolled sheets coils and sheets of 8 mm to 140 mm thickness. The Company through this custom processing arrangement is targeting supply of Ferro Nickel Ingots to steel manufacturing industries. Alongwith said products JIPL is also focusing on manufacturing of Aliminium Billets, Aluminium Ingots, alongwith the Processing/ Marketing/ Trading ofAluminum and Nickel.
4. CHANGE IN NATURE OF BUSINESS:
There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the Financial Year 2018-19 and the date of this report. Further, there has been no change in the nature of business of the Company.
5. SHARE CAPITAL :
As at March, 31,2019, the Authorised Share Capital of the Company was Rs. 30,00,00,000/-. The paid-up Share Capital of the Company is Rs. 27,98,58,950/- divided into 2,79,85,895 Equity shares of face value of Rs. 10/- each.
In order to conserve the resources for future growth of the Company, your Directors do not recommend any dividend for the year under review.
7. TRANSFER TO RESERVES:
There is no amount proposed to be transferred to the Reserves.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :
All contracts or arrangements entered into by the Company with its related parties during the financial year 2018-19 were in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements were on arms length basis and in the ordinary course of business, and have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Details thereof in the prescribed Form AOC-2 is appended as "ANNEXURE-B" to the Boards report, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
With respect to Particulars of Energy Conservation, Technology Absorption required under the Companies (Accounts) Rules, 2014, a separate statement of Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo is appended as "ANNEXURE-C" to the Boards report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a) Directors Retiring by Rotation:-
ln accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Nikhil Gadkari (DIN: 00234754), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
The Board recommends the re-appointment of aforesaid Director.
Brief resume of the Director proposed to be re-appointed as stipulated under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 (hereinafter referred to as "Listing Regulations) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India are given in the Notice convening the 32nd Annual General Meeting of the Company.
Pursuant to the provisions of section149 of the Act, the independent directors have submitted declarations confirming that each of them meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
b) Resignation/Appointment of Key Managerial Personnel:
During Financial Year under review, Mr. Rohan Deshpande (Membership No.: A41901), has tendered his resignation from the post of Company Secretary & Compliance Officer of the Company with effect from 09th March, 2019. Ms. Priya Dalane (Membership No.: A57915) has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 24th April, 2019 and she resigned from the post with effect from 12th June, 2019. The Board places on record its appreciation for their valuable contribution.
Further, in accordance with the provisions of section 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Ms. Shilpa Bhargava (Membership No. A36207) has been appointed as the Company Secretary & Compliance Officer with effect from 12th June, 2019 and is designated as "Key Managerial Personnel" of the Company in terms of Sections 2(51) of the Companies Act 2013.
c) Key Managerial Personnel:
Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions and rules of the Companies Act, 2013, the following existing executives of the Company were designated as the Key Managerial Personnel of the Company by the Board in term of 2(51) of the Companies Act 2013.
Mr. Nikhil Gadkari, Managing Director Mr. Suneet Pande, Chief Executive Officer
Mr. Rohan Deshpande, Company Secretary & Compliance Officer (upto 09th March, 2019)
Ms. Priya Dalane, (from 24th April, 2019 upto 12th June, 2019)
Ms. Shilpa Bhargava, Company Secretary & Compliance Officer (appointed w.e.f. 12th June, 2019)
Mr. Rajendra Zade, Chief Financial Officer
12. MANAGEMENTS DISCUSSION AND ANALYSIS:
In terms of the provisions of Reg. 34 of the SEBI (LODR) Regulations 2015, the Managements discussion and analysis is set out in this Annual Report is appended as "Annexure - D" to the Boards report.
13. EVALUATION OF BOARDS PERFORMANCE:
In terms of applicable provisions read with Schedule IV of the Companies Act, 2013 and rules framed thereunder and Regulation 17 of Listing Regulations read with Part D of Schedule II of the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each Director to be carried out on an annual basis.
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the evaluation of the Board and its own performance, the directors individually and the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee of the Company was carried out by the Board. During the year under review, the Nomination and Remuneration Committee reviewed the performance of the executive and non-executive directors. A separate meeting of the Independent Directors was held for evaluation of performance of nonindependent Directors, performance of the Board as a whole and performance of the Chairman.
14. DIRECTORS RESPONSIBILITY STATEMENT:-
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall 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 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.
15. BOARD MEETINGS :
The Board meets at regular intervals to discuss and decide on Company/ Business policy and strategy apart from other Board business. During the year under review, 12 (Twelve) Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report, which forms an integral part of this report.
The notice of Board/Committee meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Nagpur. The Agenda of the Board/Committee Meetings is set by the Company Secretary in consultation with the Chairman, the Managing Director and CEO of the Company.
16. MATERIAL CHANGES & COMMIMTMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR & DATE OF REPORT :
The Company proposed to Merge its wholly owned subsidiaries in a single entity, which will provide several benefits including synergy, economies of scale, attain efficiencies and cost competitiveness. For this on May 30, 2019, the Board of Directors of the Company approved the Scheme of Merger by absorption ("Scheme") of Jairam Infraventure Private Limited (a wholly owned subsidiary of CIAN), Purti Agrotech Limited (a wholly owned subsidiary of CIAN) and Jupiter Metal Products Private Limited ( a wholly owned subsidiary of Purti Agrotech Limited) with CIAN Agro Industries & Infrastructure Limited and their respective shareholders as per the provisions of Section 230 to 232 and other relevant provisions of the Companies Act, 2013, subject to regulatory approvals and fulfillment of closing conditions.
The aforesaid Application Scheme is admitted under the provisions of Section 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and as per the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with the National Company Law Tribunal (NCLT), Mumbai Bench for obtaining its approval/ sanction to the said Scheme of Merger as the Tribunal may deem fit.
17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Internal financial Control of the Company has been designed to provide reasonable assurance with regard to recording and providing reliable Financial and operational information, complying with applicable Accounting Standards. Company periodically conducts physical verification of inventory, fixed Assets, and cash on hand and matches them with the Books of Accounts. Explanations are sought for any variances noticed from the respective functional heads.
The Companys internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations and ensure that all its assets are safeguarded and protected against losses.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors of the Company, appointed M/s T. P. Dable & Co, Chartered Accountants, as the Internal Auditor of the Company to conducts the audit on regular basis, the checks & controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company. The Internal Auditor directly reports to the Audit Committee for functional matters. The findings of the Internal Auditor are discussed on an on-going basis in the meetings of the Audit Committee and various steps have been taken to implement the suggestions of the said Internal Auditor. The Company undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls. The Audit Committee in its quarterly meetings periodically reviews the internal audit and controls reports.
18. OUTLOOK FOR NEW SEASON:
This year will look to re-build Edible Oil division under the Brand name "AMRUTDHARA", the Company is also focused on increasing its turnover revenue in the healthcare sector from "OIR", "KLAREN" and "NEU" with new product launches and product improvement through R & D. This will enable the Company to expand its reach in the markets & consolidates its position.
The Company is also in talks with many of the supermarket to increase its market presence on a nationwide scale The Company is also looking forward to handsome trading turnover from Healthcare and Infrastructure Division in the financial year 2019-20.
The Company has total three Committees namely Audit Committee, Stakeholders Relationship cum Share transfer Committee & Nomination and Remuneration Committee. The details of which are given in the Corporate Governance Report, which forms an integral part of this report.
20. REPORT ON CORPORATE GOVERNANCE :
Your Company is committed to achieve the highest standards of Corporate Governance. Pursuant to Regulation 34(3) read with Schedule V of Listing Regulations, Report on Corporate Governance have been made a part of this Annual Report.
Auditors Certificate regarding compliance with conditions of Corporate Governance are attached along with this report -"Annexure- E".
21. PARTICULARS OF EMPLOYEES & REMUNERATION :
Pursuant to provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of remuneration paid to all the Directors/Employees and the details of the ratio of remuneration of each Director to the median employees remuneration is provided in "Annexure F".
Further, the information as required as per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this report as "Annexure G".
22. INFORMATION TECHNOLOGY :
Your Company has been implementing Enterprises Resource Planning (ERP) System in all plants, depots, and head office of the Company enabling alignment of strategies and operations, better supply chain control at operational level and access to consolidated data of the Company through integrated system.
23. HUMAN RESOURCES :
Several innovative people - focused initiatives have been instituted at the Group level, and these are translated into action at all of the Group Companies. Our basic objective is to ensure that a robust talent pipeline and a high- performance culture, centered around accountability is in place. We feel this is critical to enable us retain our competitive edge.
24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
Your Company has duly constituted Internal Complaint Committee (ICC) to provide protection against sexual harassment of woman at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto as per the requirements of the Section 4 of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (No. 14 of 2013). All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. The summary of complaints received & disposed off during the year has been disclosed in the Corporate Governance Report forming part of this Annual report.
25. EXTRACT OF ANNUAL RETURN :
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 as a part of this Annual Report is appended as "Annexure-H"
Further, pursuant to the provisions of Section 134(3)(a), the same is also being made available on the website of the company viz. www.cianindustries.com
26. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES :
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of Listing Regulations, the Company has devised a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud, mismanagement and unethical behavior, if any. The employees of the Company have the right/option to report their concern /grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
We affirm that during the financial year 2018-19, no employee or director or any other person was denied access to the Audit Committee.
27. RISK MANAGEMENT POLICY AND REPORT :
A detailed review of business risks and the Companys plans to mitigate them is assessed and considered by the Companys Board of Directors. The Board has adopted the Risk Management Policy and Guidelines to mitigate foreseeable risks, avoid events, situations or circumstances, which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Risk evaluation is an ongoing and continuous process within the Company and it is regularly updated to the Board of the Company.
28. AUDIT & AUDITOR REPORT :
a) Statutory Audit:-
M/s. P.G. Joshi & Company, Chartered Accountants, Nagpur (FRN: 104416W) were appointed as the Statutory Auditors of the Company for a period of 5 years in the 29th Annual General Meeting (AGM) of the Company held in the year 2016 to hold office from the conclusion of 29th AGM till the conclusion of 34th AGM.
Members are informed that the provision relating to ratification of appointment of the Auditors as per Companies (Amendment) Act, 2017 which was notified on 7th May, 2018 has been obliterated. As such, no requirement of ratification/confirmation shall henceforth be necessary for the appointment of the Auditors for their remainder period of appointment. Accordingly, no resolution is being propose for ratification of appointment of statutory auditors at the ensuing AGM.
The report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.
b) Cost Audit:-
As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of Mrs. Jyotsna Rajpal (Membership No.:- 14520), Practicing Cost Accountants, Nagpur as the Cost Auditor of the Company to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31,2020. The Board of Director on recommendation of the Audit Committee approved remuneration of Rs. 20,000/- (Rupees Twenty Thousand only) excluding s out-of-pocket expenses and GST as applicable subject to the ratification of the said fees by the shareholders at the ensuing 32nd Annual General Meeting.
A resolution regarding ratification of remuneration payable to Mrs. Jyotsna Rajpal, Practicing Cost Accountants, Nagpur forms part of the Notice convening the 32nd Annual General Meeting of the Company.
c) Secretarial Audit:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed Mr. Kaustubh Moghe, Practicing Company Secretary to conduct the Secretarial Audit of the Company for year ended March 31,2019. The Secretarial Audit report in Form MR-3 for the financial year 2018-19 forms part of the annual report is appended as "Annexure-I" to the Boards Report.
Reply to the Observations made in the Secretarial Auditors Report:
The Secretarial Auditor reported that the under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, except delay of a few days in paying the Annual Listing Fees to the Exchange in accordance with SEBI (LODR) Regulations and Rules, Bye-laws and Regulations of the Exchange, filing of Forms with The Registrar of Companies, Mumbai i.e. a Form No. MGT-14(Section 117(1)) and Form No. MGT- 15(Section 121(2)).
During the period the Company continued to be on revival curve & faced some Financial Stress because of which the payment of Annual Listing Fees was delayed. However the Company has paid the Annual Listing Fees alongwith the interest. Also the said delay in filing of Forms was inadvertent and unintentional in nature and was caused due to procedural aspects involved in the said process.
29. CORPORATE SOCIAL RESPONSIBILITY :
Section 135 of the Companies Act, 2013 has imposed Corporate Social Responsibility mandate on companies having minimum threshold limit of net worth, turnover or net profit as prescribed. Since your company has reported Net Profit of Rs. 568.04 Lakhs for the FY 2018-19. Your Company needs to comply aforesaid section within stipulated time period. Further, the Board has initiated required actions to comply the Section 135 of the Companies Act, 2013.
In line to comply the aforesaid section, the CSR Committee of the Board formed under the aegis of Section 135 and Schedule VII of the Companies Act, 2013 and the provisions of the CSR Rules, 2014 on 2% average net profits for immediately preceding 3 financial years on CSR. The CSR Committee comprises of 3 members, of the Board and chaired by an Independent Director. The roles and responsibilities of the CSR Committee are to formulate a CSR Policy and recommend to the Board. This committee also informs the Board regarding the activities to be undertaken by the Company as specified in Schedule VII to the Act, or as may be prescribed by the Rules thereto, as well as propose expenditure to be incurred on the activities referred and monitor mechanism.
30. OTHER DISCLOSURES:
a) During the year under review, the Company has not accepted any deposit within the meaning of Sections 73, 74 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (Including any Statutory Modification(s) or re- enactment(s) thereof for the time being in force);
b) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings;
c) There are no significant material order passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;
d) The Managing Director and CEO of the Company has not received any remuneration or commission from any of subsidiaries of the Company as specified under section 197(14) of the Companies Act, 2013;
e) None of the Auditors of the Company have reported any fraud as specified under the second proviso of section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.);
f) During Financial year under review, there has been no revision of financial statement in the relevant financial year.
g) The Company does not have any scheme or provision of money for the purchase of its own shares by employees/Directors or trustee for the benefit employees/ Directors; and
h) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.
31. APPRECIATION & ACKNOWLEDGMENT :
Your Directors would like to place on record their gratitude for all the support and co-operation received from its shareholders, customers, suppliers as well as vendors, banks, business associates and other government & regulatory agencies. Your Directors would also like to take this opportunity to express their appreciation for the hard work, solidarity, co-operation and dedicated efforts put in by the employees and look forward to their continued contribution and support.
|Place: Nagpur||For and on behalf of the Board of Directors|
|Date: 29th August 2019||Gouri Chandrayan|
Annexure - A
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part "A": Subsid iaries
(Amount in Rs.Lakhs)
|Name of the Subsidiary||Jairam Infraventure Private Limited||Purti Agrotech Limited|
|Financial Year ending on||31/03/2019||31/03/2019|
|Reporting Currency||Indian Rupee||Indian Rupee|
|Exchange Rate on the last day of the financial year||-||-|
|Reserves & Surplus||(286.68)||323.89|
|Investments (excluding Investments made in subsidiaries)||12.56||-|
|Profit/(Loss) before tax||(385.10)||94.08|
|Provision for tax||-||-|
|Profit/(Loss) after tax||(385.10)||94.08|
|% of shareholding||100%||100%|
Part "B": Associates and Joint Ventures
Sta tement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
|Name of Associates/Joint Ventures||N.A.|
|1. Latest audited Balance Sheet Date||N.A.|
|2. Shares of Associates /Joint Ventures held by the company on the year end||N.A.|
|Amount of Investment in Associates/ Joint Ventures||N.A.|
|Extend of Holding %||N.A.|
|3. Description of how there is significant influence||N.A.|
|4. Reason why the associate/joint venture is not consolidated" ^||N.A.|
|5. Net worth attributable to Shareholding as per latest audited Balance Sheet||N.A.|
|6. Profit/(Loss) for the year||N.A.|
For and on behalf of the Board of Directors
For P. G. Joshi & Co
|Nikhil Gadkari||Anandrao Raut||Suneet Pande||Rajendra Zade||Priya Dalane||Ashutosh Joshi|
|Managing Director||Director||CEO||CFO||Company Secretary||Partner|
|DIN :00234754||DIN : 01936684||PAN : AXDPP6425G||PAN: AAEPZ0760G||Mem. No. A57915||Mem. No. 038193|
forming part of Directors report Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arms length basis:
CIAN Agro Industries & Infrastructure Limited has not entered into any contracts or arrangements or transactions with its related parties, which are not at arms length during Financial Year 2018 - 19.
2. Details of material contracts or arrangement or transactions at arms length basis
|Name(s) of the related party and nature of relationship||Nature of contracts/ arrangements/ transactions||Duration of the contracts / arrangements/ transactions||Salient terms of the contracts or arrangements or transactions including the value, if any:||Date(s) of approval by the Board, if any:||Amount paid as advances, if any:|
|Purti Marketing Private Limited||Sale of Goods||Going Concern||Sale of refined Edible oils & Spices (consumers packs) ofRs. 4076.79 Lacs During the FY 2018-19||N.A.||N.A.|
|Jairam Infraventure Private Limited||Purchase of Good||N.A.||Purchase of Ferro Nickel Ingots of Rs. 43.20 Lakhs During the FY 2018-19.||18/02/2017||N.A.|
|Wholly -Owned Subsidiary Purti Marketing Pvt. Ltd.||Purchase of Organic Manure & DOC of Rs. 1627.15/- During the FY 2018-19.|
|Purti Enterprises||Purchase of Agri Products of Rs. 11.72 During the FY 2018-19|
|Jairam Infraventure Private Limited Wholly -Owned Subsidiary||Transfers under finance arrangements||N.A.||Transfers under finance arrangements of Rs. 470.17Lacs||18/02/2017||N.A.|
|Purti Agrotech Limited Wholly -Owned Subsidia ry||Transfers under finance arrangements||N.A.||Transfers under finance arrangements of Rs. 783.72 Lacs|
|Purti Agrotech Limited Wholly -Owned Subsidiary||Purchase of Goods||N.A.||Purchase ofGoods of Rs. 0.36/-(in Lakhs)||22/04/2017||N.A.|
|Purti Agrotech Limited Wholly -Owned Subsidiary||Job work agreement||Going Concern||Services received under job work for processing of spices of Rs. 13.96 Lacs||N.A.||N.A.|
|Purti Enterprises||Job work agreement||Going Concern||Services received under job work for processing of Human Hair Fertilizer of Rs. 13.92Lacs|
|Chaitanya Constructions Pvt. Ltd.||Service||Going Concern||Rent received of Rs. 1.03 Lacs during the FY 2018-19|
|For and on behalf of the Board of Directors|
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
(Information as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014)
a) Conservation of Energy:-
Your Company operates in a safe and environmentally responsible manner for the long-term benefit of all stakeholders. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
The Company works towards minimizing the impact of its operations on the environment and is committed to take effective measures to conserve energy, promote the use of renewable energy and drive energy efficiency in its operations. During the year under review, several steps were taken for conservation of energy, some of which are listed below:
Reuse of Treated effluent
Re-circulation of cooling tower water
Use of energy efficient CFL and LED lamps in all plants
Thermal energy (steam) was purchased from other power generation units at lower cost thereby reducing usage of coal to some extent in its own boilers & helped in reducing carbon foot print.
Additional investments and proposals, if any, being implemented for reduction in consumption of energy: Manufacturing process improvements to reduce overall cycle
b) Technology Absorption:-
The Company is continuously focusing on upgrading its products and manufacturing technology as well as acquiring new and advanced technology to meet the emerging expectations of the customers. The activities are in full consonance with the Companys objective of utilizing the most advanced energy efficient solutions at minimum cost.
The Company has carried out R&D work for developing new products and for improvement in the quality of the existing products of the company.
The continuous improvement through R&D activities in the process to manufacture different products has helped the Company to launch its new products and expand its market.
Expenditure incurred on research and development are charged under primary heads of accounts and not allocated separately.
c) Foreign Exchange Earnings and Outgo:-
|For the Year||F.Y. 2018-19||F.Y. 2017-18|
|Foreign Exchange used||Nil||88,760,919|
|Foreign Exchange earned||Nil||Nil|
|Place: Nagpur||For and on behalf of the Board|
|Date: 29th August 2019|