Your Directors are pleased to present the 22nd Annual Report together withthe Audited Accounts of your Company for the financial year ended 31st March2017.
| || ||(Rs in Lacs) |
|PARTICULARS ||YEAR ENDED |
| ||31.03.2017 ||31.03.2016 |
|1. Sales ||4.33 ||9.20 |
|2. Profit before Interest & Depreciation ||1319.35 ||2015.35 |
|3. Interest ||0 ||0 |
|4. Depreciation ||18.51 ||18.51 |
|5. Profit Before Tax & Extra-ordinary items ||1300.84 ||1996.84 |
|6. Tax Provision (Net of Deferred Tax) ||0 ||0 |
|7. Profit After Tax ||1300.84 ||1996.84 |
|8. Extra-Ordinary Items ||0 ||(122.33) |
|9. Profit available for Appropriation ||1300.84 ||1874.51 |
|10 Balance carried to Balance Sheet ||1300.84 ||1874.51 |
OVERALL PERFORMANCE AND OUTLOOK
The turnover of the Company during the financial year was INR 4.33 Lacs as against lastyear's 9.20 Lacs. The decrease is attributable to decrease yield in mango production. Theoperations of the company have been minimal during the year. However your company is alsocontemplating putting the land to alternate use to enhance business.
Also the company sold surplus land there by making an additional profit of INR 1365.59Lacs during the year. The land was not required for operational use and hence has beensold to raise funds for future use.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the management discussion and analysis is provided as a separatesection in this Annual Report.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreementforms part of the Annual Report. The Requisite Certificate from the Auditors of theCompany Gautam N Associates Chartered Accountants Aurangabad confirming compliance withthe conditions of Corporate Governance as stipulated under the aforesaid Clause 49 isattached to this report.
Given the growth requirements of the business and the inadequacy of profits in theCompany the Directors have not recommended any dividend for the financial year 2016-17.
Your company has not accepted any fixed deposits during the year under review.
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks.
DIRECTORS & KEY MANAGERIAL PERSON
Mrs. Sweta Kagliwal Director retires by rotation and being eligible offers herself forreappointment. Pursuant to Clause 49 of the Listing Agreement Details of Directorsretiring by rotation is provided as part of the Notice of the ensuing Annual GeneralMeeting.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised aPolicy for performance evaluation of Independent Directors Board Committees and otherindividual Directors which includes criteria for performance evaluation of thenon-executive directors and executive directors.
At the Annual General Meeting held on July 5th 2014 M/s Gautam N Associates CharteredAccountants Aurangabad were appointed as the Statutory Auditors of the Company to holdoffice till the conclusion of the Annual General Meeting to be held in the calendar year2017.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
M/s Neha P Agrawal Practising Company Secretary has been appointed as the secretarialAuditor of the Company for the financial year 2015-16 as required under Section 204 of theCompanies Act 2013 and Rules thereunder. The Secretarial Audit Report for the financialyear ended March 31 2017 is annexed herewith marked as Annexure III to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
COMMITTEES OF THE BOARD
Currently the Board has six committees: The Audit Committee the stakeholders'relationship committee the nomination & remuneration committee Risk ManagementCommittee & Whistle Blower Committee.
A detailed note on the Board and its committees is provided under the CorporateGovernance Report section in this Annual Report. The Composition of the Committees andcompliances as per the applicable provisions of the Act and Rules are as follows:
|Name of the Committee ||Composition of the Committee ||Highlights of Duties responsibilities and activities |
| || || |
|Audit Committee ||K. G Iyer-Chairman Shrirang Agrawal Akash Kagliwal ||All recommendations made by the Audit Committee during the year were accepted by the Board. |
| || ||In accordance with the requirements of the Listing Agreement The Company has formulated policies on related party transactions. |
|Stakeholders' Relationship Committee ||K. G Iyer-Chairman Shirang Agrawal Akash Kagliwal ||The Committee reviews and ensures redressal of investor grievances. |
| || || |
| || ||The Committee noted that all the grievances of the investors have been resolved during the year. |
|Nomination and Remuneration Committee ||Shrirang Agrawal- Chairperson K. G. Iyer Akash Kagiwal ||To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration for the Directors key managerial personnel and other employees. |
| || ||To carry out evaluation of every Director's performance. |
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 9 and 12 to the standalone financial statement).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act 2013 the Boardof Directors hereby confirms that i. In the preparation of the annual accounts theapplicable accounting standards have been followed and that there are no materialdepartures. ii. It has in the selection of the accounting policies consulted theStatutory Auditors and has applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company as at 31st March 2017 and of the profits of the company for thatperiod. iii. It has taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities tothe best of its knowledge and ability. There are however inherent limitations whichshould be recognized while relying on any system of internal control and records. iv. Ithas prepared the annual accounts on a going concern basis. v. The Directors had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operation efficiently. vi. The Directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure IV to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VII to thisReport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to
All the insurable interest of the company including Inventories Buildings Machineryetc is adequately insured.
Your Directors record their gratitude to the Financial Institutions Banks and otherGovernment departments for their continued assistance and co-operation extended to yourCompany during the year under report.
| ||For and on behalf of the Board of Directors |
|30th May 2017 || |
|Registered Office: || |
|Nath House || |
|Nath Road ||Managing Director |
|Aurangabad-431005 ||Akash Kagliwal |
| ||DIN: 01691724 |
ANNEXURE I TO DIRECTORS' REPORT
COMPANIES WHICH BECAME / CEASED TO BE COMPANY'S SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES:
1. Companies which have become subsidiaries during the financial year 2016-17: NIL
2. Companies which ceased to be subsidiaries during the financial year 2016-17: NIL
3. No company has become/ceased to be a joint venture or associate during the financialyear 2016-17.
ANNEXURE IIA TO DIRECTORS' REPORT
Policy for Selection of Directors and determining Directors' independence
1.1 Agri-Tech (India) Ltd believes that an enlightened Board consciously creates aculture of leadership to provide a long-term vision and policy approach to improve thequality of governance. Towards this ATIL ensures constitution of a Board of Directorswith an appropriate composition size diversified expertise and experience and commitmentto discharge their responsibilities and duties effectively.
1.2 Agri-Tech (India) Ltd recognizes the importance of Independent Directors inachieving the effectiveness of the Board. Agri-Tech (India) Ltd aims to have an optimumcombination of Executive Non-Executive and Independent Directors.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Human Resources Nomination andRemuneration Committee for identifying persons who are qualified to become Directors andto determine the independence of Directors in case of their appointment as independentdirectors of the Company.
3. Terms and References:
In this Policy the following terms shall have the following meanings: 3.1"Director" means a director appointed to the Board of a company.
3.2 "Human Resources Nomination and Remuneration Committee" means thecommittee constituted by ATIL's Board in accordance with the provisions of Section 178 ofthe Companies Act 2013 and Clause 49 of the Equity Listing Agreement.
3.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Clause 49(II)(B) of the Equity ListingAgreement.
4.1 Qualifications and criteria
4.1.1 The Human Resources Nomination and Remuneration (HRNR) Committee and the Boardshall review on an annual basis appropriate skills knowledge and experience required ofthe Board as a whole and its individual members. The objective is to have a Board withdiverse background and experience that are relevant for the Company's global operations.
4.1.2 In evaluating the suitability of individual Board members the HRNR Committee maytake into account factors such as: General understanding of the Company's businessdynamics global business and social perspective; Educational and professional backgroundStanding in the profession; Personal and professional ethics integrity and values;Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.
4.1.3 The proposed appointee shall also fulfill the following requirements: Shallpossess a Director Identification Number; Shall not be disqualified under the CompaniesAct 2013; Shall give his written consent to act as a Director;
Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;
Shall abide by the Code of Conduct established by the Company for Directors and SeniorManagement Personnel; Shall disclose his concern or interest in any company or companiesor bodies corporate firms or other association of individuals including his shareholdingat the first meeting of the Board in every financial year and thereafter whenever there isa change in the disclosures already made; Such other requirements as may be prescribedfrom time to time under the Companies Act 2013 Equity Listing Agreements and otherrelevant laws.
4.1.4 The HRNR Committee shall evaluate each individual with the objective of having agroup that best enables the success of the Company's business.
Criteria of Independence
4.2.1 The HRNR Committee shall assess the independence of Directors at the time ofappointment / re-appointment and the Board shall assess the same annually. The Board shallre-assess determinations of independence when any new interests or relationships aredisclosed by a Director.
4.2.2 The criteria of independence as laid down in Companies Act 2013 and Clause 49of the Equity Listing Agreement is as below:
An independent director in relation to a company means a director other than amanaging director or a whole-time director or a nominee director a. who in theopinion of the Board is a person of integrity and possesses relevant expertise andexperience;
b. (i) who is or was not a promoter of the company or its holding subsidiary orassociate company; (ii) who is not related to promoters or directors in the company itsholding subsidiary or associate company;
c. who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;
d. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;
e. who neither himself nor any of his relatives
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of (A) a firm of auditors or company secretaries in practice or costauditors of the company or its holding subsidiary or associate company; or (B) any legalor a consulting firm that has or had any transaction with the company its holdingsubsidiary or associate company amounting to ten per cent or more of the gross turnover ofsuch firm;
(iii) holds together with his relatives two per cent or more of the total voting powerof the company; or
(iv) is a Chief Executive or director by whatever name called of any non-profitorganisation that receives twenty-five per cent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or
(v) is a material supplier service provider or customer or a lessor or lessee of thecompany. f. shall possess appropriate skills experience and knowledge in one or morefields of finance law management sales marketing administration research corporategovernance technical operations corporate social responsibility or other disciplinesrelated to the Company's business.
g. shall possess such other qualifications as may be prescribed from time to timeunder the Companies Act 2013.
h. who is not less than 21 years of age.
4.2.3 The Independent Directors shall abide by the "Code for IndependentDirectors" as specified in Schedule IV to the Companies Act 2013.
4.3 Other directorships / committee memberships
4.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that itdoes not interfere with their role as directors of the Company. The HRNR Committee shalltake into account the nature of and the time involved in a Director's service on otherBoards in evaluating the suitability of the individual Director and making itsrecommendations to the Board.
4.3.2 A Director shall not serve as Director in more than 20 companies of which notmore than 10 shall be Public Limited Companies.
4.3.3 A Director shall not serve as an Independent Director in more than 7 ListedCompanies and not more than 3 Listed Companies in case he is serving as a Whole-timeDirector in any Listed Company.
4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman ofmore than 5 Committees across all companies in which he holds directorships.
For the purpose of considering the limit of the Committees Audit Committee andStakeholders' Relationship Committee of all Public Limited Companies whether listed ornot shall be included and all other companies including Private Limited CompaniesForeign Companies and Companies under Section 8 of the Companies Act 2013 shall beexcluded.
Remuneration Policy for Directors Key Managerial Personnel and other employees
1.1 Agri-Tech (India) Limited (ATIL) recognizes the importance of aligning the businessobjectives with specific and measureable individual objectives and targets. The Companyhas therefore formulated the remuneration policy for its directors key managerialpersonnel and other employees keeping in view the following objectives:
1.1.1 Ensuring that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate to run the company successfully.
1.1.2 Ensuring that relationship of remuneration to performance is clear and meets theperformance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Human Resources Nomination andRemuneration Committee for recommending to the Board the remuneration of the directorskey managerial personnel and other employees of the Company.
3. Terms and References:
In this Policy the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of the Company.
3.2 "Key Managerial Personnel" means
(I) the Chief Executive Officer or the managing director or the manager; (ii) theCompany Secretary; (iii) the Whole-time Director; (iv) the Chief Financial Officer; and(v) such other officer as may be prescribed under the Companies Act 2013
3.3 "Human Resources Nomination and Remuneration Committee" means thecommittee constituted by ATIL's Board in accordance with the provisions of Section 178 ofthe Companies Act 2013 and Clause 49 of the Equity Listing Agreement.
ANNEXURE IIB TO DIRECTORS' REPORT
4.1 Remuneration to Executive Directors and Key Managerial Personnel
4.1.1 The Board on the recommendation of the Human Resources Nomination andRemuneration (HRNR) Committee shall review and approve the remuneration payable to theExecutive Directors of the Company within the overall limits approved by the shareholders.
4.1.2 The Board on the recommendation of the HRNR Committee shall also review andapprove the remuneration payable to the Key Managerial Personnel of the Company.
4.1.3 The remuneration structure to the Executive Directors and Key ManagerialPersonnel shall include the following components as applicable: - (i) Basic Pay (ii)Perquisites and Allowances (iii) Stock Options (iv) Commission (Applicable in case ofExecutive Directors) (v) Retirement benefits (vi) Annual Performance Bonus
4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives(Executive Committee) shall be reviewed by the HRNR Committee and Annual Performance Bonuswill be approved by the Committee based on the achievements against the Annual Plan andObjectives.
4.2 Remuneration to Non-Executive Directors
4.2.1 The Board on the recommendation of the HRNR Committee shall review and approvethe remuneration payable to the Non- Executive Directors of the Company within the overalllimits approved by the shareholders.
4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending themeetings of the Board and the Committees thereof. The Non-Executive Directors shall alsobe entitled to profit related commission in addition to the sitting fees.
4.3 Remuneration to other employees
4.3.1 Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.
ANNEXURE IV TO DIRECTORS' REPORT
Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required under the Companies (Accounts) Rules 2014.
Conservation of Energy:
Energy conservation dictates how efficiently a company can conduct its operations. YourCompany recognizes the importance of energy conservation in decreasing the detrimentaleffects of global warming and climate changes. Being in the field of Agriculture we areconstantly endeavoring to improve upon the agro climatic conditions. As a contentiouseffort we have taken necessary measure to achieve economy in consumption of energy.
Technology Absorption & Research and Development:
We have employed state-of-the-art technology wherever applicable.
|Expenditure on R & D ||NIL |
|Foreign Exchange Earning and Outgo: || |
|Earnings ||NIL |
|Outgo ||NIL |