The information is required in compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forming a part of the Boards Report for the year ended March 31, 2024 and has to be read in Conjunction with the Companys financial statements, which follows this Section. The management of the company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the company and its outlook for the future. This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country.
GLOBAL ECONOMY
Healthy, sustainable and inclusive food systems are critical to achieve the worlds development goals.
Agricultural development is one of the most powerful tools to end extreme poverty, boost shared prosperity, and feed a projected 10 billion people by 2050. Growth in the agriculture sector is two to four times more effective in raising incomes among the poorest compared to other sectors.
Agriculture is also crucial to economic growth: accounting for 4% of global gross domestic product (GDP) and in some least developing countries, it can account for more than 25% of GDP.
In FY23 and FY24, the agriculture sector was affected by extreme weather events, lower reservoir levels, and damaged crops that adversely affected farm output and food prices. So, food inflation based on the Consumer Food Price Index (CFPI) increased from 3.8 per cent in FY22 to 6.6 per cent in FY23 and further to 7.5 per cent in FY24.
NATIONAL ECONOMY
Indias real GDP is projected to grow between 6.5 7 per cent in 2024-25. The Indian economy recovered swiftly from the pandemic, with its real GDP in FY24 being 20 per cent higher than the pre-COVID, FY20 levels. This was stated by the Economic Survey 2023-24 presented in Parliament by the Union Minister of Finance and Corporate Affairs Smt Nirmala Sitharaman.
The Survey points out that the domestic growth drivers have supported economic growth in FY24 despite uncertain global economic performance. It also adds that during the decade ending FY20, India grew at an average annual rate of 6.6 per cent, more or less reflecting the long-run growth prospects of the economy.
The Economic Survey says that Indias economy showed resilience to a gamut of global and external challenges as real GDP grew by 8.2 percent in FY 24, exceeding 8 percent mark in three out of four quarters of FY 24, driven by stable consumption demand and steadily improving investment demand.
Shares of agriculture, industry and services sectors in overall GVA at current prices were 17.7 per cent, 27.6 per cent and 54.7 per cent respectively in FY24. GVA in the agriculture sector continued to grow, albeit at a slower pace, as the erratic weather patterns during. Agriculture and allied activities witnessed double digits growth in credit during FY24.
Agriculture sector faced challenges due to extreme weather events, depleted reservoirs, and crop damage, which impacted farm output and food prices. Food inflation stood at 6.6 per cent in FY23 and increased to 7.5 per cent in FY24.Government took appropriate administrative actions, including dynamic stock management, open market operations, subsidised provision of essential food items and trade policy measures, which helping to mitigate food inflation. 25
As of January 31, 2024, banks issued 7.5 crores Kisan Credit Card (KCC) with a limit of 9.4 lakh crores.
An area of 90.0 lakh hectares has been covered under micro irrigation in the country under the Per drop more crop (PDMC) from 2015-16 to 2023-24.It is estimated that for every rupee invested in agricultural research
(including education), there is a payoff of 13.85.
INDIAN FMCG MARKET 2023-24
The fast-moving consumer goods (FMCG) sector in India has experienced a notable 10.2 percent increase in value sales over the 2023-24 fiscal year, according to Kantar. Even excluding staple products like atta flour, spending growth remains robust at 9.4 percent. This growth is significant for the retail sector in India, highlighting a resurgence in rural FMCG purchases despite financial constraints faced by urban households.
Across India as a whole, FMCG shopping frequency has risen, with households now making 156 trips per year either in-store or online.
A notable trend in the retail sector is the shift towards purchasing larger packs rather than increasing the number of packs. This is especially evident in discretionary categories such as bottled soft drinks, which have crossed the 50 percent penetration mark for the first time, driven by anticipated summer demand.
Groceries account for more than 24 percent of quarterly household spending in India, despite inflation easing. In Q1 2024, average shoppers spent 18 percent more compared to peak prices in Q2 2022. Urban households spend 1.6 times more than their rural counterparts on groceries. Despite price hikes, essential items like cooking oils are prioritized, with 27 percent of households increasing spending rather than cutting back.
Overall, Indias FMCG market appears promising against the backdrop of an 8.2 percent GDP growth in the 2023-24 fiscal year. Although challenges persist, including varying consumer sentiments across regions, optimism is rising with 16 percent of households now feeling financially secure compared to 8 percent during peak inflation.
COMPANY OVERVIEW
Industry Structure & Development
Pioneer Agro Extracts Limited (PAEL) was incorporated carrying main objects to manufactures hydrogenated vegetable and refined oils, a staple product used for the process of cooking. It was producing quality products and had equipped its plant with highly sophisticated equipments to ensure that the products do not only qualify the specifications as prescribed in different enactments by the Government but also satisfy the international quality parameters.
It was a leading manufacturer and marketer of healthier edible and vanaspati oils having strong portfolio of Brand viz ISHWAR. Company experienced a cut throat competition from other established market players and unorganized sectors, and Company had sold its edible and vanaspati oil business in year 2015.
The company has engaged services of qualified and talented staff down to the floor level. PAEL carries core philosophy to make use of the natural resources to fulfill the needs of human kind. In line with expansion plans, Pioneer Agro is keen on identifying new and different business opportunity in worldwide markets with an aim to replicate its leadership position in new business.
Internal Control System & Their Adequacy
The Company has evolved a system of internal controls to ensure that the transactions are authorized, recorded and correctly reported. The internal control system is supplemented by management reviews and independent periodical internal audit which evaluates the functioning and quality of internal control and provide assurance of its adequacy and effectiveness.
The Key Constituents of the Internal Control System are:
? Establishment and review of Business Plans; ? Identification of Key Risks and opportunities; ? Policies on operational and strategic risk management;
? Clear and well defined organization structure and limits of financial authority; ? Continuous identifications of areas requiring strengthening of internal controls; ? Operating procedures to ensure effectiveness of business processes; ? System of monitoring compliance with statutory regulations;
? Well defined principles and procedures for evaluation of new business proposals/capital expenditure; ? A robust management information system; ? A robust internal audit & review system.
M/s Yudhisthir& Co., Chartered Accountants have been appointed as Internal Auditor to carry out Internal Audit in terms of provisions of Section 138 of Companies Act, 2013.
Reports of Internal Audit are regularly reviewed by the Management and corrective action implemented & will be taken to strengthen the controls and enhance the effectiveness of the existing system. Internal Audit Reports are presented to the Audit Committee of the Board.
Opportunities & Threats
Opportunities
The external environmental analysis may reveal certain new opportunities for profit and growth. Such opportunities may include:
? Promoters rich experience in the industry;
? Extensive Marketing and Distribution Network; ? Diverse Agro-ecological situations;
Threats
Changes in external environmental also may present threats to the firm. Such threats may include:
? Emergence of substitute products; ? New regulations; ? Increased trade barriers; ? Production situation; ? Processing situation
Risk Management
The Company has a well-defined process in place to ensure appropriate identification and treatment of risks. Risk identification exercise is inter-woven with the annual planning cycle which ensures both regularity and comprehensiveness. The identification of risk is done at strategic, business, operational and process levels. While the mitigation plan and actions for risks belonging to strategic, business and key critical operational risks driven by senior leadership, for rest of the risks, operating managers drive the conception and subsequent actioning of mitigation plans.
The key strategic, business and operational risks which are significant in terms of their impact to the overall objectives of the Company along with status of mitigation plans are periodically presented and discussed in the Board Meetings. The Company, through its risk management process, aims to contain the risks within its appetite. There are no risks which in opinion of the Board threaten the operations and existence of the Company.27
Future Outlook
Pioneer Agro is keen on identifying new and different business opportunity in worldwide markets with an aim to replicate its leadership position in new business.
Financial Performance
The revenue from the operation of the Company is Rs. 103.94 Lakh as against Rs. 169.69 Lakh which was recorded for the previous year. Other income for the financial year under review was of Rs. 41.18lakhs as against Rs. 36.76 Lakhs which were recorded for the previous financial year.
An overview of the financial performance is given in the Directors Report. The Audit Committee constituted by the Board of Directors periodically reviews the financial performance and reporting systems.
Key Financial Ratio
The Key financial Ratio also form part of the notes to the Balance Sheet. However, brief details of same are as follow:
| Ratios | FY 2023-24 |
FY 2022-23 |
| Current ratio (in times) | 72.05 |
61.55 |
| Debt-Equity ratio (in times) | 0.00 |
0.00 |
| Debt service coverage ratio (in times) | NA |
NA |
| Return on equity ratio (in % age) | 0.00 |
1.36 |
| Trade receivables turnover ratio (in times) | NA |
NA |
| Trade payables turnover ratio (in times) | NA |
NA |
Cautionary Statement
Statement in this Management Discussion and Analysis report detailing the Companys objective, projections about the future, estimates, expectations or predictions including, but not limited to, statements about the
Companys strategy for growth, products development, market position and expenditures may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could d ifference to the Company operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statues or other incidental factors.
Declaration
As provided under LODR Regulation, 2015 with the Stock Exchanges, all Board Members and Senior Management
Personnel have affirmed compliance with the Companys Code of Business Conduct and Ethics for the year ended
31st March, 2024.
For and on behalf of the Board Pioneer Agro Extracts Limited
PAEL Philosophy on Corporate Governance Report
The Company is committed to good Corporate Governance. The Company fully realizes the rights of its shareholders to information on the performance of the Company and considers itself a trustee of its shareholders. The Company is providing detailed information on various issues concerning the Companys business and financial performance to its shareholders.
The basic philosophy of Corporate Governance in the Company is to achieve business excellence and dedicate itself for increasing long-term shareholder value, keeping in view the needs and interests of all its stake holders. The Company is committed to transparency in all its dealings and places emphasis on business ethics.
This report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing obligations and disclosure Requirements) Regulations, 2015 (Listing Regulations) and the report contains the details of Corporate Governance systems and processes at Pioneer Agro Extracts Limited.:
Governance Structure and Defined Role and Responsibilities
Pioneer Agro Extracts Limited (PAEL) governance structure comprises of Board of Directors, committees of the Board and the Management.
Our Corporate Governance Framework
Board of Directors
The Board of Directors have the ultimate responsibility of ensuring effective management, long term business strategy, general affairs, performance and monitoring the effectiveness of the Companys corporate governance practices. The Managing Director reports to the Board and is in charge of the management of the affairs of the Company, executing business strategy in consultation with the Board and achieving annual long term business targets. The Managing Director acts as a link between the Board and the management.
Composition of the Board
The Company believes in a well balanced Board which enriches board discussions and enables effective decision making. The Board has an optimal mix of executive and Non executive directors who have considerable expertise in their respective fields including competencies required in context of Companys businesses.
The composition and size of the Board is reviewed periodically to ensure an optimum mix of directors with complementary skill sets and varied perspectives for constructive debates facilitating more effective decision making.
As on the date of this report, the Board comprises of 4 (Four) Directors, 1 (One) is Executive Promoter Directors, 1 (One) Non-Executive Director, 2 (Two) Independent Directors.
The composition of the Board is in conformity with the requirements of Regulation 17 of the Listing Regulations as well as the Companies Act, 2013 read with the rules issued thereunder:-
| S. No. | Name of Director |
Category |
No. of Other Directorshi ps (As on 31.03.2024) |
Total No. of Committee positions in Mandatory Committees (As on 31.03.2024) |
||
Chairman |
Member |
Total |
||||
| 1. | Mr. Jagat Mohan Aggarwal |
Promoter, |
2 |
- |
2 |
2 |
DIN:00750120 |
Executive |
|||||
Director |
||||||
| 2. | Mr. Sanjeev Kumar Kohli |
Non-Executive |
- |
- |
1 |
1 |
DIN: 07144225 |
Director |
|||||
| 3. | Mr. Rajinder Kumar Uppal |
Independent |
- |
3 |
- |
3 |
DIN:06879625 |
Director |
|||||
| 4. | Mrs. Neeraj P. Sharma |
Independent |
- |
- |
3 |
3 |
DIN:07113928 |
Director |
|||||
The attendance of each Director at all meetings of Board of Directors and at the last Annual General Meeting held during the FY 2023-2024:
| Date of Board Meetings | Name of Directors |
||||
Mr.Jagat Mohan |
Mr.Sanjeev |
Mr.Rajinder |
Mrs.Neeraj |
P. |
|
Aggarwal |
Kumar Kohli |
Kumar Uppal |
Sharma |
||
| 25/05/2023 | |||||
| 10/08/2023 | |||||
| 04/09/2023 | |||||
| 04/11/2023 | |||||
| 30/01/2024 | |||||
| Date of General Meeting | Name of Directors |
||||
Mr.Jagat Mohan |
Mr.Sanjeev Kumar |
Mr.Rajinder Kumar |
Mrs.Neeraj |
P. |
|
Aggarwal |
Kohli |
Uppal |
Sharma |
||
| 30.09.2023 | |||||
No leave of absence was obtained in any of the Board of Directors Meeting and neither did anyone abstained himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence from the Board. Hence, no one falls under the limit of section 167(1)(b) of the Companies Act, 2013. The necessary quorum was present for all the meetings.
The Board periodically reviews the compliance reports of laws applicable to the Company, as prepared.
Shareholding of Board of Directors:
| S.No | Name of Director |
Shareholding |
| 1 | Mr.Jagat Mohan Aggarwal |
13,68,089 |
| 2 | Mr.Sanjeev Kumar Kohli |
- |
| 3 | Mr.Rajinder Kumar Uppal |
- |
| 4 | Mrs.Neeraj P. Sharma |
- |
Disclosure of relationship between directors inter-se:
NIL
Information placed before the Board:
The Board has complete access to all company related information. The Company secretary is responsible for collation, review and distribution of all papers submitted to the Board and committees thereof for31 considerations. The agenda for the meetings is circulated well in advance to the directors to ensure that sufficient time is provided to Directors to prepare for the meeting.
The Company secretary attends all the meetings of the Board and its committees and is, inter alia, responsible for recording the minutes of such meetings. The draft minutes of the Board and its committees are sent to the members for their comments in accordance with the Secretarial Standards. Thereafter, the minutes are entered in the minutes book within 30 (thirty) days of conclusion of the meetings, subsequent to incorporation of the comments, if any, received from the Directors.
The company adheres to the provisions of the Companies Act, 2013 read with the rules issued thereunder, Secretarial Standards and Listing Regulations with respect to convening and holding the meetings of the Board of Directors, its committees and the General meetings of the shareholders of the Company.
The meetings of the Board of directors are generally held in Pathankot. The maximum interval between any 2 (Two) consecutive Board Meetings as well within the maximum allowed gap of 120 (One hundred and twenty) days. The necessary quorum was present for all the meeting.
Evaluation of Board:
In terms of the requirement of the Companies Act, 2013 and the listing regulations an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. During the year, Board Evaluation Cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees. The exercise was led by the Chairman along with the Chairman of the Nomination and Remuneration Committee of the Company. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc.
As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board Members from different backgrounds bring about different complementarities that help Board discussions to be rich and value adding. It was also noted that the
Committees are functioning well and besides the Committees terms of reference as mandated by law, important issues are brought up and discussed in the Committee Meetings. The evaluation exercise also suggested that the Board succession planning exercise has been embedded well in the Board processes.
Independent Directors:
Schedule IV of the Companies Act, 2013 and Secretarial Standard 1A Meetings of the Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of non Independent Directors.
Independent Directors Databank Registration:
Pursuant to a notification dated 22nd October, 2019 issued by the Ministry of Corporate Affairs, all Independent directors are registered with the Independent Directors Databank.
During the financial year 2023-24, a separate meeting of the Independent Directors was held on 30/01/2024.
The independent directors, inert alia, discussed and reviewed performance of Non Independent Directors, the Board as a whole, chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Familiarization Programme for Independent Directors:
On and after listing of the shares of your company, pursuant to Regulation 25(7) of the Listing Regulations it was required to form a Familiarization Programme to familiarize the Independent Directors with the Company, their32 roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through various programmes.
Such programmes/presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Companys strategy, business model, operations, services and product offerings, organization structure, finances, sales and marketing, human resources, technology, quality of products, facilities and risk management and such other areas as may arise from time to time. The above programme also includes the familiarization on statutory compliances as a Board member including their roles, rights and responsibilities. The Company also circulates news and articles related to the industry from time to time and provide specific regulatory updates.
The Familiarization programme for Independent Directors in terms of Regulation 25(7) of the Listing Regulations is uploaded on the website of the Company and can be accessed through the following link: https://www.pioneeragro.co.in/the-organisation/investors-info.
Declaration:
The Company has received declarations from the Independent Directors that they meet the criteria of Independence laid down under the Companies Act, 2013 and the listing regulations.
The Board of Directors, based on the declaration(s) received from the Independent Directors, has verified the veracity of such disclosures and confirms that the Independent Directors fulfil the conditions of Independence specified in the Listing regulations and the Companies Act, 2013 and are independent of the management of the Company.
Committees of the Board:
In terms of the Listing Regulations, the Board of the Company has constituted the following Committees:-
Audit Committee;
Nomination & Remuneration Committee; Stakeholders Relationship Committee;
| Name of | Extract of Terms of Reference |
Category and Composition |
Meetings & Attendance |
|
| Committee | Statutory Committee |
|||
| Audit Committee | ? Appoints the independent auditor and oversees the auditing process; |
Name Mr.Rajinder Kumar Uppal |
Category Chairman |
? 5 Meeting Held during Financial Year 2023-24 on the following dates: |
? Ensures legal and regulatory compliances including the effective implementation of the code of conduct; |
Mr.Jagat Mohan |
Member |
? 16.05.2023; ? 28.07.2023; ? 24.08.2023; |
|
? Ensures the integrity, accuracy |
Aggarwal |
? 25.10.2023., |
||
and adequacy of accounting |
? 20.01.2024. |
|||
records; |
||||
? Reviews the business contingency planning process within the group. |
Mrs.Neeraj P. Sharma |
Member |
??were All the Members present in every meetings. |
|
| Nomination and Remuneration Committee | ? Prepares and recommends governance principles applicable to the group; |
Name Mr.Rajinder |
Category Chairman |
? 1 Meeting Held during Financial Year 2023-24 on the following date: |
? Keeps abreast of best corporate practices; |
Kumar Uppal |
? 24.08.2023; |
||
| ? Evaluate the effectiveness and Mrs.Neeraj P. | Member |
|
| qualifications of the Board and Sharma its committees; | ? All the Members were present in the meeting. |
|
| ? Responsible for Directors succession planning; Mr.Sanjeev | Member |
|
| ? Develops and recommends to Kohli the Board criteria for the selection of Directors and senior management. | ||
| ? Details of policy of Nomination and Remuneration committee are given below. |
| Stakeholders Relationship | ? Consider and resolve the grievances of security holders. |
Name |
Category |
|
| Committee | ? Consider and approve issue of share certificates, transfer and transmission of securities, etc. |
Mr.Rajinder Kumar Uppal |
Chairman |
1 Meeting Held during Financial Year 2023-24 on the following date: |
? Redressal of serious complaints received from shareholders/investors on non- receipt of shares after transfer in the physical form, complaints on Non-receipt of annual report, Non receipt of declared dividends etc. |
Mr.Jagat Mohan Aggarwal |
Member |
? 30.01.2024; All the Members were present in the meeting. ? No Complaint were remained pending |
|
? Set forth the policies relating to and to oversee the implementation of Policy for Prevention of Insider trading and to review the concerns received under the Code of Conduct. |
Mrs.Neeraj P. Sharma |
Members |
against the company, during the financial year 2023-24. |
Remuneration of Directors: NIL
Criteria of making payments to Non-Executive Directors: NIL
Service Contracts, Notice Period, Severance Fees:
The appointment of the Executive Directors are governed by Resolutions passed by the Shareholders of the Company, which covers the terms and conditions of such appointment, read with the service rule of the Company. A separate service contract is not entered into by the Company with Executive Directors.
Stock Option Details:
The Company does not have any stock option scheme.
Nomination & Remuneration Policy of the Company
The Nomination & Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. The Policy emphasize on promoting talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The policy reflects the
Companys objectives for good corporate governance as well as sustained long term value creation for shareholders.
The Remuneration Policy applies to Directors, Senior Management Personnel including its Key Management Personnel (KMPs) and other employees of the Company. When considering the appointment and remuneration of Whole-time Directors, the Nomination and Remuneration Committee inter alia considers pay and employment conditions in the industry, merit and seniority of person and the paying capacity of the Company. Remuneration of KMPs and senior management personnel is decided by the Managing Director. The remuneration to other employees is fixed as per principles outlined above.
The guiding principle is that the remuneration and the other terms of employment should effectively help in attracting and retaining committed and competent personnel. While designing remuneration packages, industry practices and cost of living are also taken into consideration.
General Body Meetings:
The location, time and resolutions passed in the Annual General Meetings held in last 3 years are given below:
| Date | Location |
Time |
Items Approved by Special Resolution |
| 30th September, 2021 | Chhoti Nehar, Malikpur, Pathankot 145025 (Punjab) |
2.00 P.M. |
NIL |
| 30th September, 2022 | Chhoti Nehar, Malikpur, Pathankot 145025 (Punjab) |
01:00 P.M. |
1.giving authorization to Board of Directors to advance any Loan, give any guarantee or to provide any security to all such person specified under Section 185 of the companies Act, 2013 upto an aggregate limit of INR 5.00 Crores; |
2.Re-appointment of Mr. Jagat Mohan Aggarwal (DIN: 00750120) as the Chairman cum Managing Director of the Company to hold office for a period of 3 years with effect from 30th September, 2022 |
|||
| 30th September. 2023 | Chhoti Nehar, Malikpur, Pathankot 145025 (Punjab) |
NIL |
Extra Ordinary General Meeting
During the financial year 2023-24, no Extra Ordinary General Meeting was held by your company.
Postal Ballot
No special resolution was put through postal ballot during the financial year 2023-24.
None of the business proposed to be transacted in the ensuing Annual General Meeting (AGM) require passing of a Special Resolution through postal ballot.
Means of Communications
The company promptly discloses information on material corporate developments and other events as required under Listing Regulations. Such timely disclosures indicate the good corporate governance practices of the Company. For this purpose, it provides multiple channels of communications through dissemination of35 information on the on line portal of the Stock Exchanges, press releases, the Annual Reports and by placing relevant information on its website.
Publication of Financial Information
Quarterly, half yearly and annual financial results of the Company are published in leading English and Hindi newspapers, viz., The Pioneer and Aaj Di Aawaj. It is also displays on official news releases; Relevant information is displayed on the website of the Company at https://www.pioneeragro.co.in/the-organisation/investors-info.
Website and News Release
In compliance with Regulation 46 of the Listing Regulations, a separate dedicated section under ‘investor relation on the Companys website gives information on various announcement made by the Company, Annual reports, quarterly/half yearly/ Nine months and Annual financial results along with the applicable policies of the Company. The Companys official new releases and presentations made to the institutional investors and analyst are also available on the Companys website https://www.pioneeragro.co.in/and other relevant information of interest to the investors are also placed under the Investor Relation sections on the Companys website.
Stock Exchange
The Board of Directors has approved a policy for determining materiality of events for the purpose of making disclosure to the stock exchanges. The Managing director and the CFO & Company Secretary are empowered to decide on the materiality of information for the purpose of making disclosures to the stock exchanges. The Company makes timely disclosures of necessary information to Bombay Stock Exchange (BSE) in terms of the Listing regulations and other applicable rules and regulations issued by the SEBI.
General Shareholder Information
| Corporate Identity Number (CIN) | L15319PB1993PLC012975 |
| Registered Office | Chhoti Nehar, Malakpur, Pathankot, Punjab - 145025 Website: http://www.pioneeragro.co.in/bod-new.html# |
| Website/Email | Email:complianceofficer@pioneeragro.co.in The ensuing AGM of the Company will be held on Saturday at 30thSeptember, 2024 at 12:00 P.M at registered office |
| Date, time and venue of Annual General Meeting | Chhoti Nehar, Malakpur, Pathankot, Punjab 145025. Notice of the ensuing AGM is separately provided alongwith the Annual Report. April March |
| Financial Calendar | |
| Financial reporting for the quarter ending 30th June, 2024 | July-August, 2024 |
| Financial reporting for the quarter ending 30th | October-November, 2024 |
| September, 2024 Financial reporting for the quarter ending 31st | January-February, 2025 |
| December, 2024 Financial reporting for the year ending 31st March, 2025 Annual Result of 2024-2025 | April-May, 2025 End May, 2025 |
NSDL |
|
Address: Trade World, A wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai 400013 |
|
| Depositories | CDSL |
Address: Marathon Futurex, A-Wing, 25th floor, NM Joshi Marg, Lower Parel, Mumbai 400013 |
|
Payment of Depository Fees: Annual Custody/Issuer fees is being paid by the Company within the due date based on invoices received from the Depositories. |
|
| International Securities Identification Number (ISIN) | INE062E01014 |
| Date of Book Closing | 21st September, 2024 (Saturday) to 28th September, 2024(Saturday)(both days inclusive) for the purpose of Annual General Meeting. |
Bombay Stock Exchange. |
|
| Name and address of Stock Exchanges at which the Companys securities are listed: | PhirozeJeejeebhoy Towers, Dalal Street, Mumbai- 400001 |
The annual listing fees of the BSE for the financial year 2023-24 have been paid within prescribed time. |
|
| Stock Code | BSE Scrip code: 519439 Abhipra Capital Limited |
| Registrar & Share Transfer Agents (RTA): | |
Abhipra Complex, A- 387, Dilkush Industrial Area, Azadpur, Delhi-110033 |
Share Transfer System:
In terms of the provisions of Regulation 40 of SEBI Listing Regulations and various notifications issued in that regard, requests for effecting transfer of securities (except in case of transmission or transposition of securities) are not to be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories Further, SEBI vide its Circular No. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/236 dated December 2, 2020 read with Circular No. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/166 dated September 7, 2020 had fixed March 31, 2021 as the cut-off date for relodgement of physical shares for transfer and the share that are re-lodged for transfer shall be issued only in demat mode. In view of the same, as per Listing Regulations, w.e.f. January 24, 2022, transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form. Accordingly, Shareholders are requested to take action to dematerialize the Equity Shares of the Company, promptly. The requests for transmission or transposition of securities held in physical form are registered and returned within a period of 15 days from the date of receipt in case the documents are complete in all respects. The same are placed for consideration of the Stakeholders Relationship Committee. Further, particulars of movement of shares in the dematerialized form are also placed before the
Stakeholders Relationship Committee
Distribution of Shareholdings as on 31st March, 2024
| Range of Share holding Nominal Value | No. of Shareholders |
Percentage of Shareholders |
Total No. of Shares Held |
Total percentage of Shareholding |
| Up to 5000 | 936 |
97.70 |
289979 |
6.69 |
| 5001 10000 | 2 |
0.21 |
10400 |
0.24 |
| 10001 20000 | 3 |
0.32 |
42135 |
0.97 |
| 20001 30000 | 0 |
0 |
0 |
0 |
| 30001 40000 | 2 |
0.21 |
68652 |
1.58 |
| 40001 50000 | 2 |
0.21 |
91054 |
2.10 |
| 50001 100000 | 1 |
0.10 |
53980 |
1.24 |
| 100001 & above | 12 |
1.25 |
3776100 |
87.16 |
| Total | 967 |
100 |
4332300 |
100 |
| Category of Shareholders | No of shares |
% of Total No. of Shares |
| A. Promoters | ||
| a) Individual/ HUF | 26,14,584 |
60.35 |
| b) Foreign Bodies | - |
- |
| Total Shareholding of Promoter(s) and Promoter(s) Group (A) | 26,14,584 |
60.35 |
| B. Public Shareholding | ||
| 1. Institutions | - |
- |
| a) Mutual Funds | - |
- |
| b)Foreign Institutional Investors | - |
- |
| Sub-total (B)(1):- | - |
- |
| 2. Non-Institutions | ||
| a) Bodies Corp. | 6,47,503 |
14.95 |
| b) Individuals | ||
| i) Individual shareholders holding nominal share capital up to Rs. 1 | 4,90,866 |
11.32 |
| lakh | ||
| ii) Individual shareholders holding nominal share capital in excess | 5,79,121 |
13.37 |
| of Rs 1 lakh | ||
| Clearing Members | - |
- |
| Foreign Bodies | - |
- |
| Non Resident Indians | 226 |
0.01 |
| Non Resident Indians (Non Repatriation) | - |
- |
| Sub-total (B)(2):- | 17,17,716 |
39.65 |
| Total Public Shareholding (B)=(B)(1)+ (B)(2) | 17,17,716 |
39.65 |
| Grand Total (A+B) | 43,32,300 |
100 |
Dematerialization of Shares and Liquidity
As on 31st March, 2024 Company is listed on BSE Exchange 95.13%of the paid-up share capital of the Company is in dematerialized forms.
Outstanding GDRs / ADRs or warrants or any Convertible Instruments, conversion date and any likely impact on equity
N.A.
Commodity Risk
The Company procures certain raw materials which are derivatives of various commodities, from vendors. The Company does not undertake any commodity hedging activities on any exchange. It benchmarks its raw material prices based on international forecasts and local price trends and accordingly devices its cover strategy that ensures that Companys interests are protected despite volatility in prices.
Confirmation of Compliance with the Corporate Governance Requirements Specified in Regulation 17 to 27 and Clauses (B) to (I) of Sub-Regulation 2 of Regulation 46 of Sebi Listing Regulations
The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI Listing Regulations, as applicable, with regard to corporate governance
Other Disclosure
1. There were no materially significant related party transactions during the year.
2. The Board has received disclosures from senior management relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large.
3. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics policy. The said policy has been posted on the Companys website. The Company affirms that no personnel have been denied access to the Audit Committee of Directors.
4. All mandatory requirements as per Listing Regulations have been complied with by the Company.
5. Disclosure of instances along with the reasons, where the Board of Directors had not accepted any recommendation of any Committee of the Board which is mandatorily required, in the financial year 2023-24. There was no instance during the financial year 2023-24, where the Board of Directors did not accept the recommendation of any Committee of the Board which it was mandatorily required to accept.
6. Total fees for all services paid by the Company, to the Statutory Auditor and all entities in the network firm/network entity of which the Statutory Auditor is a part:
Total fees for all services paid by the Company, to M/S Piyush Mahajan& Associates(Statutory Auditor of the Company) and other firms in the network entity of which the Statutory Auditor is a part, as included in the consolidated financial statements of the Company for the year ended 31st March, 2024, are as follows:
| (Amount in Lakhs) | |
| Fees for audit and related services paid to M/S Piyush Mahajan& Associates | 0.30 |
| Other Services | 0 |
7. Disclosures with respect to demat suspense account/ unclaimed suspense account
a. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year; NIL b. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year; NIL c. Number of shareholders to whom shares were transferred from suspense account during the year; NIL
39 d. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; NIL e. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. NIL
8. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: a. Number of complaints filed during the financial year 2023-24: Nil b. Number of complaints disposed of during the financial year 2023-24: Nil c. Number of complaints pending as on end of the financial year 2023-24:Nil
| Particulars | Regulations |
Details |
Website |
| Related Party Transactions | Regulation 23 of SEBI Listing Regulations and as defined under the Companies Act, 2013. |
o No material significant transactions that may have potential conflict with the interests of the Company have occurred during the financial year 2023-24. o The POLICY ON DEALINGS & MATERILAITY OF RELATED PARTY TRANSACTIONS placed on the website of the Company. |
https://drive.google.co m/file/d/1qHf9yRDIb ATHbpHB9OjUdudG- Uvol9n8/view |
| Details of Non - compliance by the Company, penalty, strictures imposed on the Company by the Stock Exchange, or Securities and Exchange Board of India (SEBI) or any statutory authority on any matter related to capital markets | Schedule V Part C Point 10(b) to the SEBI (LODR) Regulations, 2015. |
The Company has complied with the requirements of the Stock Exchanges/ SEBI and other statutory authorities as applicable. No penalty (Penalty Imposed waived by the Exchange) or strictures were imposed on the Company by these authorities. |
N.A |
| Whistle Blower Policy and Vigil Mechanism | Regulation 22 of SEBI (LODR) Regulations, 2015. |
The Company has adopted a Vigil Mechanism and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. The said policy has been uploaded on the website of the Company. |
https://drive.google.co m/file/d/18aa_qg_RfG MSWph2fkZaspsQI6J4 H3sx/view |
| Policy on Archival and Preservation of Documents | Regulation 9 of SEBI Listing Regulations |
The Company has adopted a Policy on Archival and Preservation of Documents. |
https://www.pioneera gro.co.in/the- organisation/investors -info |
| Details of compliance with the mandatory requirements and adoption of non- mandatory requirements of SEBI (LODR) Regulations, 2015, relating to Corporate Governance | Regulation 27(1) as specified in Part E of Schedule II of SEBI (LODR) Regulations, 2015. |
The Company has complied with all mandatory requirements and The Company has also adopted few non-mandatory requirements listed in Regulation 27(1) as specified in Part E of Schedule II of the SEBI Listing Regulations. |
40 |
| Accounting Treatment and Compliance with Accounting Standards | Companies Act, 2013. |
o The Company has followed and prepared the Financial Statements in accordance with the Companies Act, 2013 and the Schedule III of the Act. |
|
o The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements. |
|||
| MD & CFO Certification | Part B of Schedule II of SEBI Listing Regulations |
o The Managing Director and the Chief Financial Officer have certified to the Board and have issued certificate, certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Companys affairs for the Financial Year ended 31st March, 2024. |
- |
o The Said Certificate is enclosed with the Annual report and annexed as Annexure-I to the Corporate Governance Report. |
|||
| Code of Conduct | Para D of Schedule V of SEBI (LODR) Regulations, 2015. |
o In compliance with Regulation 26(3) of the Listing Regulations and the Companies Act, 2013, adopted, framed a Code of Conduct and posted on the website of the company. |
https://drive.google.co m/file/d/1mlGkML9Ff ZVaHjlMdgCk3FCVgv5 Hf6aN/view |
o The Code is applicable to the members of Board, the executive officers and all employees of the Company. |
|||
o Declaration of code of conduct is given as below Table |
|||
| *Prevention of Insider Trading | SEBI (Prohibition of insider trading) Regulations, 2015. |
o The board has laid down Code of Conduct for insider trading in Compliance with regulation; |
https://drive.google.co m/file/d/1JKqDrUQFA DdFisbGT7pW- pBl2eTn-Cad/view |
All the directors and Senior Management Personnel who are expected to have access to Unpublished Price Sensitive Information concerning the Company, is responsible for adherence to this code. |
| Date: 14th August, 2024 |
| Place: Pathankot |
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