Pioneer Agro Extracts Ltd Directors Report.

TO THE MEMBERS

Your Directors have pleasure in presenting their 26th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2018.

Financial Results:

(Amount-Rs Lakh) (Amount-Rs Lakh)
Particulars March 31, 2018 March 31, 2017
Gross Sales 0.00 0.00
Less: StateExcise & VAT 0.00 0.00
Net Sales 0.00 0.00
Other Income 145.87 72.09
Total 145.87 72.09
Profit before depreciation & taxation 79.00 38.04
Less: Depreciation 17.56 0.88
Less: Provision for taxation 2.81 0.09
Profit after taxation 99.37 39.01
Add: Balance brought forward from previous year -447.01 -486.02
Surplus available for appropriation 0 0
Appropriations 0 0
General Reserves 0 0
Proposed Dividend 0 0
Tax on Dividend 0 0
Additional depreciation on fixed asset 0 0
Balance carried to Balance sheet -347.64 -447.00

The company has not carried on any business activity during the year under review.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your companys income which consisted of from non-operating activities only stands at Rs.99.37 Lacs (Previous Year Rs39.01Lacs).

INFORMATION ON STATE OF COMPANYS AFFAIR

Your company has disposed off most of the Fixed Assets during the year as per postal ballot passed by the shareholders of the company on 18/12/2013 as per section 180(1)(a) of the companies Act,2013 and other applicable statutory provisions.The company has not carried any activity during the year under review. The company has disposed off Land and Building during the year.

DIVIDEND:

During the year under review, the Board of Directors has not recommended any dividend on the equity share capital. The Company wants to conserve the resources and strengthenthe financial base of the company. So that your directors do not recommended any dividend for the financial year ended 31stMarch, 2018.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2018 was Rs.4, 33 23,000. During the year under review,the company neither issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2018 was 385.72 (Lacs). The company continues to focus on judicious management of its workingcapital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 andthe Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS REPORT/ SECRETARIAL AUDIT REPORT

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS

During the year under review, M/s. Sarbjeet Kaur Khaira & Associates, Chartered Accountants, Pathankot had expressed their inability to continue to hold the office Statutory Auditors of the Company and had resigned on 20.04.2018 from the office of Statutory Auditors of the Company due to their pre-occupation. Hence, to fill up the casual vacancy caused by the resignation by the existing Auditor and to do the audit of accounts of the Company for the Financial Year 2017-2018, M/s. SUMEET BEHL & ASSOCIATES, Chartered Accountants, Ludhiana, (FRN: ICAI-013655N) as Statutory Auditors of the Company pursuant to the provisions of Section 139 (8) of the Companies Act, 2013 and approved by the shareholders of theCompany at its Extraordinary General Meeting of the Company held on 21.05.2018.

Further,M/s. Sumeet Behl & Associates, Chartered Accountants, Ludhiana (FRN No: 013655N), be appointed as Statutory auditors of the company at ensuing Annual General Meeting of the Company.

COST AUDIT

The provisions regarding applicability of Cost Audit are not applicable to the company due to non-operation of unit.

INTERNAL AUDITORS

The Company is not in Operation since the last more than three years butM/s Yudhistir& Co., Chartered Accountants has been appointed as Internal Auditor pursuant to Section 138 of the Companies Act, 2013 for the Financial Year 2017-18. However, the Company has adequate internal financial controls in place and the same is operating effectively having regard to companys size and operations.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES, ACT 2013

No material changes and commitments have taken place between the end of the financial year of the Company to which balance sheet relates and date of report, which affects the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company,its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo is given in the Annexure No A. which forms part of the Board Report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

As per the Provision of Section 152 of the Companies Act 2013 Sh. Bharat Bhushan Goel, Whole Time Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Your Board of Director has recommended his appointment in their meeting held on30.05.2018.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The company has received the declaration from all the Independent Directors of the Company Mr. Sanjeev Kohli, Mrs.Neeraj Sharma. Mr. Rajinder Kumar Uppal and Mr. Dinesh Sharma confirming that they meet to the criteria of Independence prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and regulation 16(1) (b) of the SEBI (Listing Obligationand Disclosure Requirements) Regulation, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & 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.

KEY MANAGERIAL PERSONNEL

During the year, Mrs. Ragini Mahajan has appointed as Company Secretary cum Compliance Officer of the Company with effect from 01.02.2018 and Mrs.Rashmi Chaudhary , Company Secretary cum Compliance officer has resigned from the office w.e.f. 31.10.2017.

Pursuant to the provisions of Section 203 of the Act the following are the Key Managerial Personnel (KMP) of the company as on the date of this report.

Mr. Jagat Mohan Aggarwal, Managing Director, Mr. Shyam Manohar Parashar, Chief Financial Officer and Mrs. Ragini Mahajan, Company Secretary cum compliance officer (w.e.f 01.02.2018) .

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 directorshad 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

The particulars of contracts entered into by the company with its relatedparty i.e. Pioneer Industries Limited pursuant to Section 188 of the Companies Act, 2013 is annexed herewith in Form AOC-2.“Annexure B”. which forms a part of the Report.

SECRETARIAL AUDITORS

Anuj Bansal & Associates, Company Secretaries, Ludhiana has conducted the secretarial audit for the financial year 2017-18. The Secretarial Audit report is annexed herewith as “Annexure C”

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is available on the website of the Company www.pioneeragro.co.in and also annexed herewith as “Annexure D”.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OFCONDUCT

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. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Companys website www.pioneeragro.co.in.

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate 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 employeeswhile in possession of unpublished price sensitive information in relation to the Company. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

BUSINESS RISK MANAGEMENT:

At present the company has not identified any element of risk which may threaten the existence of the company.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.During the yearSevenBoard Meetings, Six Remuneration Committee, Four Stakeholders Relationship Committee, One Independent Director Meeting, andFiveAudit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

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 Registered 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.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement

ACKNOWLEDGEMENTS

Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and cooperation your Company has been receiving from its suppliers, stockiest, retailers, business partners and other associated with the company as its trading partners. Your company looks upon them as partners in its progress and has shared with them the rewards of growth.

For and on behalf of the Board
Sd/- sd/-
(Ajay Kumar Goel) (Jagat Mohan Aggarwal)
Joint Managing director Managing Director
Din No-01105207 Din No-00750120
Place: Pathankot
Dated:30.05.2018