Dear Stakeholders,
Your Directors are pleased to present before you the 25th Annual Report of the company
for the year ended 31st March, 2017.
Financial Results Standalone Figures
|
|
(Amount in Lakhs) |
| Particulars |
Year ended 31st March 2017 |
Year ended 31st March 2016 |
| Total Income |
32.13 |
27.26 |
| Total Expenditure |
21.50 |
21.59 |
| Profit before tax |
10.63 |
5.67 |
| Extraordinary Items (Loss on sale of investments) |
(150) |
(17.31) |
| Provision for Tax (Including Deferred) |
2.02 |
1.08 |
| Mat Credit |
0.55 |
1.95 |
| Net Loss/Profit after tax |
7.66 |
(10.77) |
REVIEW OF OPERATIONS
During the year under review the company has recorded an income of Rs. 32.13 lakhs as
against Rs. 27.26 lakhs in the previous year. In the current year the company earned Net
Profit after tax of Rs. 7.66 Lakhs as against a loss of Rs.10.77 lakhs in the previous
year.
CHANGE IN THE NATURE OF BUSINESS, IF ANY :
During the period under review and the date of Boards Report there was no change in
the nature of Business.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
TRANSFER TO RESERVES:
Directors have decided not to transfer any amount to reserves for the year.
DIVIDEND:
The Board of Directors of your Company is of the opinion that keeping in view the
future fund requirements of the Company, your directors do not recommended any dividend
for the financial year ended March 31,2017.
SHARE CAPITAL:
The paidup equity share capital of the company as on 31st March 2017 is Rs 13,58,74,700
divided into 13,58,74,700 equity shares of Rs 1 each and there is no change in the capital
of the company during the financial year.
DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
There have been no material changes and commitments, affecting the financial position
of the Company which occurred during between the end of the financial year to which the
financial statements relate and the date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
There are no instances of transactions/contracts/arrangements entered into by the
Company with related party(ies) as defined under the provisions of Section 2(76) of the
Companies Act, 2013, during the financial year under review.
DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014.
DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014.
DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1)(b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS, COURTS, TRIBUNALS,
IMPACTING THE GOING CONCERN BASIS OF THE COMPANY:
There were no significant material orders passed by regulators, courts, tribunals,
impacting the going concern basis of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Dinesh Kumar Gund, Mr. Shubhum Jain and
Mrs. Usha Rathi, Independent directors of the company to the effect that they are meeting
the criteria of independence as provided in Sub-section (6) of Section 149 of the
Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as required under
Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is
attached separately to this Annual Report.
DIRECTORS APPOINTMENTS AND RESIGNATIONS
During the year under review, there are no changes in the appointment and resignations
of Directors
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March, 2017, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
b) they have 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 the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate and
were operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.
Composition:
At present the Board of Directors is balanced one and is comprised of Five directors,
namely Mr. Aditya Phanse, Mr Shubhum Jain, Mr. Dinesh Kumar Gund Mr. S. N. Rathi and Mrs
Usha Rathi.
The composition of the Board as on 31st March 2017:
| Name |
Category |
| Mr. S N Rathi |
Managing Director |
| Mr Aditya Phanse |
Non- Executive Director |
| Mr. Dinesh Kumar Gund |
Independent Director |
| Mr Shubhum Jain |
Independent Director |
| Mrs Usha Rathi |
Non- Executive Director |
BOARD MEETING
During the financial year ended March 31, 2017, 06 Meetings of the Board of Directors
were held as against the minimum requirement of 4 times. None of the two Board Meetings
have a gap of more than 120 days between them. The dates of meetings and the number of
directors present therein are mentioned below.
| Sr. No. |
Date |
| 1. |
30.05.2016 |
| 2. |
13.08.2016 |
| 3. |
03.09.2016 |
| 4. |
14.11.2016 |
| 5. |
14.02.2017 |
AUDITORS:
i) Statutory Auditors :
The Auditors, M/s. Lokesh Vyas & Co., Chartered Accountants, Inodre retire at this
Annual General Meeting and the company has received a certificate from the auditors the
effect that their appointment as auditors will be in accordance with the provisions of
Companies Act, 2013 and the members are requested to approve their appointment as
Statutory Auditors for the year 2017-18.
ii) Cost Auditors :
Cost Audit is not Applicable
iii) 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
Secretarial Audit Report submitted by Mr Y Koteswara Rao Practicing Company Secretary in
Practice is enclosed as a part of this report.
AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year
ended March 31,2017 and has noted that the same does not have any reservation,
qualification or adverse remarks. However, the Board decided to further strengthen the
existing system and procedures to meet all kinds of challenges and growth in the market
expected in view of the robust growth in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances according
to the provisions of section 204 of the Companies Act 2013 has noted that the same does
not have any reservation, qualification or adverse remarks.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its various
locations, commensurate with its size and operations. The organization is adequately
staffed with qualified and experienced personnel for implementing and monitoring the
internal control environment. The internal audit function is adequately resourced
commensurate with the operations of the Company and reports to the Audit Committee of the
Board.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
INSURANCE:
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has duly complied with the provisions of section 186 of the companies Act
2013.
| Secured Loans |
NIL |
| Unsecured Loans |
NIL |
| Current /Non-Current Investments |
Rs. 6,94,20,290 |
| Guarantees |
NIL |
| Securities Extended |
NIL |
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
LISTING OF SHARES AND SUSPENSION
The Equity Shares of the Company are listed on BSE Limited, Delhi Stock Exchange
Limited and Madhya Pradesh Stock Exchange Limited and the company has paid all the listing
fees to the BSE LTD. The Company Shares are suspended from trading w.e.f 04th March 2015
by BSE LTD vide their letter BSE letter No. L/DOSS/KM/INV/COM/531597/1 dated 27-02-2015
and the company has submitted its protest by way of a letter to the Exchange to lift the
suspension and allow trading for the benefit of the Stake Holders of the company.
SUBSIDIARY COMPANY
Your Company is holding 900,000 equity shares of M/s Protect Nature Pvt Ltd
("PNPT") (97.26% holding of "PNPT"), a company engaged in the business
of Agro food products, production and process including forward and backward integration
including manufacturing of fertilizers. Pursuant to the said acquisitions, PNPT became
subsidiary of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial statements have been prepared by the Company pursuant to
Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and relevant provisions of companies Act 2013. The Consolidated Financial Statement and
Auditors Report thereon forms part of the Annual Report.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the Green Initiative in Corporate Governance introduced by the Ministry of
Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are
holding shares of the Company in physical mode, are requested to register their e-mail IDs
with the Company, so as to enable the company to send all notices/ reports/documents/
intimations and other correspondences etc. through e-mails, in the electronic mode instead
of receiving physical copies of the same.
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 the Annexure-B to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
CORPORATE SOCIAL RESPONSIBILITY (CSR) is not applicable to your company.
RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company has
adopted a procedure for assessment and minimization of probable risks. It ensures that all
the risks are timely defined and mitigated in accordance with the well-structured risk
management process.
VIGIL MECHANISM :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Company has established a vigil mechanism and oversees through the
committee, the genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the
chairman of the Audit Committee on reporting issues concerning the interests of co
employees and the Company. The company has also set out a whistle blower policy in terms
of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, so as to
ensure that the business is conducted with integrity and the companys financial
information is accurate.
The Policy on Vigil Mechanism and whistle blower policy may be accessed on the
companys website.
NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:
None of the Independent/Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.
RELATED PARTY TRANSACTIONS :
Related party transactions that were entered during the financial year were on an arms
length basis and were in the ordinary course of business. There were no materially
significant related party transactions with the Companys Promoters, Directors, Key
Managerial Personnel (KMP) or their relatives, which could have had a potential conflict
with the interests of the Company. Transactions with related parties entered by the
Company in the normal course of business are periodically placed before the Audit
Committee for its omnibus approval and the particulars of contracts entered during the
year as per Form AOC-2.
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules
thereunder and Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in Form MGT-9 as on 31st
March 2017 is annexed herewith as Separate Annexure.
REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is furnished hereunder :
| S. No |
Name |
Designation |
Remuneration paid F.Y. 2015-16 Rs.lakhs |
Remuneration paid F.Y. 2016-17 Rs. lakhs |
Increase in remuneration from previous year Rs. lakhs |
Ratio/ Times per Median of employee Remuneration |
| 1 |
Mr. Satya Narayan Rathi |
Managing director |
0.60 |
0.60 |
NIL |
1:6 |
|
|
|
|
|
|
|
PERSONNEL
None of the Directors/employees are in receipt of remuneration limits prescribed
pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and hence the details of such Directors/employees are
not attached herewith.
CORPORATE GOVERNANCE
A separate report on the Corporate Governance for the year under review, as stipulated
in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, has been attached as part of this annual report.
SECRETARIAL STANDARDS:
The Company is in compliance with Secretarial Standards issued by The Institute of
Company Secretaries of India on Meetings of the Board of Directors and General Meeting.
EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the contribution by
the staff at all levels in the improved performance of the Company. None of the employees
is drawing more than the limits prescribed under Section 197(12) of Companies Act 2013
read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel)
Rules, 2014.
ACKNOWLEDGEMENT:
Directors take this opportunity to express their thanks to various departments of the
Central and State Government, Multinational Companies operating in India and Abroad,
Bankers, Material Suppliers, Customers and Shareholders for their continued support and
guidance.
The Directors wish to place on record their appreciation for the dedicated efforts put
in by the Engineers and Employees of the Company at all levels.
|
For & on behalf of the Board of Directors |
|
Sd/- |
|
Satya Narayan Rathi |
|
Managing Director |
| Place : Indore (M.P.) |
DIN: 00450442 |
| Dated : 1st September, 2017 |
|
+91-9892691696
