Your Directors are pleased to present the 25th Annual Report of the Companyalongwith the Audited Financial Statements for the year ended 31st March 2016.
(Rs. in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2015-2016 ||2014-2015 ||2015-2016 ||2014-2015 |
|Net Sales/ Income from Operations ||1783.97 ||4200.83 ||1787.78 ||4200.83 |
|Other Income ||72.76 ||49.95 ||76.44 ||54.91 |
|Total Income ||1856.73 ||4250.78 ||1864.22 ||4255.74 |
|Less: Expenditure ||(1843.11) ||(4235.67) ||(1843.92) ||(4238.06) |
|Profit/(Loss) before Interest & Exceptional Items ||19.15 ||15.16 ||20.31 ||17.68 |
|Less: Interest ||(5.54) ||(9.96) ||(5.56) ||(9.97) |
|Profit/(Loss) after Interest before Tax & Exceptional Items ||13.61 ||5.20 ||14.74 ||7.71 |
|Exceptional Items ||- ||2.35 ||- ||- |
|Profit/(Loss) before Tax ||13.61 ||7.55 ||14.74 ||7.71 |
|Less: Tax provisions ||3.05 ||2.75 ||3.27 ||3.65 |
|Deferred Tax ||(0.52) ||(1.10) ||(0.55) ||(1.14) |
|Add: Profit/(Loss)Brought ||176.67 ||170.87 ||178.53 ||171.08 |
|Forward || || || || |
|Less: Prior year Tax ||- ||- ||- ||- |
|Liability || || || || |
|Less: Prior period adjustments ||23.13 ||0.10 ||23.52 ||-2.26 |
|Amount available for Appropriation/(Loss) ||164.62 ||176.67 ||167.04 ||178.53 |
We have please to inform you that the Company is in stage of growth in terms of higherprofitability. The Income from operation for the financial year 2015-16 for the yearunder review was at Rs. 1783.97 Lakhs compared to Rs.4200.83 lakhs during the financialyear 2015-15. The EBIDTA excluding exceptional items stood at Rs.13.61lakhs duringfinancial 2015-16 as compared to Rs.5.20 lakhs in the Previous Financial year showing agrowth of more than One and half times.The PAT for the financial year under review wasRs.11.08 Lakhs as compared to Rs.6.28 lakhs in the previous year i.e. a growth by 76%.
During the Financial year the company has written off the Preliminery and Public Issueexpenses to the extent of Rs. 23.13 Lakhs due to which the PAT after adjustment of priorperiod and exceptional items stood at Rs.12.05 Lakhs (Loss).
The paid up Equity Share Capital as at March 31 2016 was Rs. 113900000 /-. Duringthe year under review the Company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity.
With a view to strengthen the financial position of the Company Your Board ofDirector's have not recommended any dividend for the financial year 2015-2016.
Directors have not transferred any amount to general or other reserves.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your company has in place adequate Internal Financial commensurate with the size scaleand complexity of its business operations. During the year an independent CharteredAccountant have verified such control and no reportable material weakness which has impacton the financial statements was observed.
Your Company has maintained a proper and adequate system of internal controls. Thisensures that all Assets are safeguarded and protected against loss and ensure preventionand detection of frauds and errors the accuracy and the completeness of accountingrecords and timely availability of financial information and that the transactions areauthorised recorded and reported diligently.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section134(3)(c) of the Companies Act 2013 withrespect to the Directors' Responsibilities Statement it is hereby confirmed that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. the directors had 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;
d. the directors had prepared the annual accounts on a going concern basis; and
e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
BOARD OF DIRECTORS
The Board of the Company presently consists of 5 directors out of which 3 (Three) areindependent Directors.
Retirement by Rotation
Pursuant to the article 129 of the Articles of Association of the Company read withSection 152 of the Companies Act 2013 Mr. Jairaj Bafna is due to retire at the ensuingAnnual General Meeting and is eligible for re-appointment.
Declaration by Independent Director
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
Number of Meetings of the Board
During the year under review19 (nineteen) Board Meetings were duly held. Theintervening gap between the Meetings was not more than 120 days as prescribed under theCompanies Act 2013.
FORMAL ANNUAL EVALUATION
During the year the Board evaluated its performance and as well as that of itsCommittees and Individual Directors including the Chairman of the Board. Separateexercise was carried out to evaluate the performance of Non-Independent Directorsincluding the Board Chairman who were evaluated on parameters such as Key achievementsShort term and long term targets challenges faced Implementation of Strategic decisionsorganizational success participation and attendance in Board and Committee Meetings etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and Non-Independent Directors was carried out by the IndependentDirectors.
Independent Directors were evaluated on the parameters such as attendance andparticipations in the meetings and timely inputs on the minutes of the meetings adherenceto ethical standards & code of conduct of the Company disclosure of non-independenceas and when exists and disclosure of interest interpersonal relations with otherDirectors and Management understanding of the Company and the external environment inwhich it operates and contribution to strategic direction safeguarding interest ofwhistle-blowers under vigil mechanism and safeguard of confidential information.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
KEY MANAGERIAL PERSONNEL
During the year under review Ms. Niki Shah Company Secretary & Compliance Officerof the Company resigned w.e.f. July 31 2015 and Ms. Monali Mehta has been appointed asCompany Secretary & Compliance Officer of the Company w.e.f. January 04 2016.
The Company has not accepted any deposits covered under Chapter V of the Companies Act2013 during the financial year and as such no amount on account of principal or intereston deposits from public was outstanding as on 31st March 2016. The Company hasno deposit which is not in compliance with the provisions of Chapter V of the CompaniesAct 2013 and as the Companies (Acceptance of Deposit) Rules 2014.
The Subsidiary company viz Advantage Commodities Private Limited became the whollyowned Subsidiary during the financial year. The Company has attached alongwith itsfinancial statement a separate statement containing the salient features of the financialstatement of the said subsidiary in "Form AOC-1" which is annexed as "Annexure- A".
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated under the provisions of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Consolidated Financial Statements have been preparedby the Company in accordance with the applicable Accounting Standards. The auditedConsolidated Financial Statements together with Auditors' Report form part of the AnnualReport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY COMPANY
During the year under review your company has granted loans to the extent of Rs.729.93 Lakhs and your company is in compliance with the provisions of Section 186 of theCompanies Act 2013
During the year under review your Company has not given any guarantee to any personfalling under ambit of Section 186 of the Companies Act 2013.
During the year under review your Company has invested and has granted loan to M/s.Advantage Commodities Private Limited wholly owned Subsidiary which does not fall underthe ambit of Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANAGEMENTS WITH RELATED PARTIES
All related party transactions made during the financial year 2015-16 were on arm'slength basis and were in the ordinary course of business. All transactions with relatedparties are placed before the Audit Committee as also the Board for approval. Prioromnibus approval of the Audit Committee is obtained for the transactions which are ofafore seen and repetitive nature. The transactions entered into pursuant to the omnibusapproval so granted are audited and a statement specifying the nature value and terms& conditions of all related party transactions is placed before the Audit Committeeand the Board of Directors for their approval on a Half yearly basis.
All transactions entered into with related parties during the year were on an arm'slength basis and were in the ordinary course of business. Accordingly there are notransactions that are required to be reported in Form AOC-2.
EXTRACT OF ANNUAL RETURN
The details forming part of the extracts of Annual Return in Form MGT-9 pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andadministration) Rules 2014 is prescribed in "Annexure - B" and forms anintegral part of this report.
MATERIAL CHANGES AND COMMITMENTS
The Company had receivable of greater than 6 months of Rs. 1150.87 Lakhs as on March31 2016 and the Company has brought down as on September06 2016 to Rs. 1109.85/-in linewith the implementation of IFCR.
Same way has reduced the payables of more than 6 months as on March 31 2016 ofRs.702.20 Lakhs to Rs.614.21 lakhs as on September6 2016
RISK MANAGEMENT POLICY
During the year under review the Company has identified and evaluated elements ofbusiness risk. Business risk inter alia further includes fluctuations in foreignexchange Raw Material Procurement risk Environmental & Safety Risk Working CapitalRisk Market Risk and Business Operations Risk. The risk management framework defines therisk management approach of the Company and includes periodic review of such risk and alsodocumentation mitigating controls and reporting mechanism of such risks. The Board ofDirectors and senior management team currently assess the operations and operatingenvironment to identify potential risks and take necessary mitigation actions.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
The Nomination & Remuneration Committee of Directors is constituted in accordancewith the requirements of Section 178 of the Companies Act 2013.
The Company strives to maintain an appropriate combination of executive non-executiveand Independent Directors. In terms of provisions of Section 178 of the Companies Act2013 the Nomination and Remuneration Committee considers and recommends the Board onappointment and remuneration of Directors and Key Managerial Personnel and the Company'sNomination and Remuneration Policy is enclosed as "Annexure - C".
A separate section on Corporate Governance practices followed by the Company togetherwith a certificate from the Company's Auditors confirming compliance forms a part of thisAnnual Report as per SEBI (Listing Obligations &Disclosure Requirements)Regulations 2015.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under the provisions of SEBIRegulations 2015 is annexed hereto forming part of this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
A) Conservation of energy technology absorption
As the Company does not fall under any of the industries listed out in the Scheduleappended to the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules 1988 particulars required to be disclosed with respect to conservationof energy and technology absorption are not applicable to the Company.
The operations of your Company are not energy intensive. Your Company takes variousmeasures to reduce energy consumption by using energyefficient computer systemselectrical and electronic equipment and procuring energy efficient equipment and gadgetsin its operation. As an ongoing process your Company evaluates new technologies andtechniques to make its infrastructure more energy efficient.
B) Foreign Exchange Earning/Outgo:
The Company has no Foreign Exchange Earning/ Outgo in Financial Year 2015-16.
M/s. V.R. Bhabhra& Co. Chartered Accountants (Firm Registration No.:112861W)Statutory Auditors of the Company were appointed for the period of 3 years. They holdoffice upto 26th Annual General Meeting (F.Y. 2016-2017).
In terms of the provisions of the Companies Act 2013 it is necessary to get theappointment ratified by the shareholders in every Annual General Meeting until the expiryof the period of original appointment.
In this regard the Company has received a certificate from the Auditors to the effectthat if they are reappointed it would be in accordance with the provisions of the Section141 of the Companies Act 2013.
In view of the above the Board of Directors recommends your ratification of theStatutory Auditor M/s. V. R. Bhabhra & Co. Chartered Accountants (Firm Registration.No. 112861W) as mentioned in the Notice convening AGM.
There are no qualifications reservation or adverse remarks or disclaimers made by theStatutory Auditors in their Audit Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Dhirendra Maurya & Associates Company Secretaries (C.P. No. 9504) toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure -D" and forms an integral part of this report.
There are no qualifications reservations or adverse remark or disclaimer made by theauditor in their Report.
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith and marked "Annexure- E".
PARTICULARS OF EMPLOYEES
The provisions of Rule 5 (2) & (3) of the Companies(Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.1.20 Crores per year to be disclosed in the Report of Boardof Directors are not applicable to the Company since none of the employee was in receiptof remuneration in excess of Rs. 1.20 Crores during the financial year 2015-16.
DISCLOSURE ON WOMEN AT WORKPLACE
The Company has formulated and implemented a policy on prevention of sexual harassmentat workplace with a mechanism of lodging complaints. During the year under review no casewas reported in this regard.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR related provisions of the Companies act 2013 do not apply to the Company as theCompany does meet profit turnover or net worth criteria prescribed in this regard.
The Directors wish to thank and deeply acknowledge the co-operation assistance andsupport extended by various Government Authorities Companys Bankers DealersVendors Customers Suppliers Shareholders Stock Exchange and others who have supportedthe company during its difficult time and hope to receive their continued support.
The Directors also wish to place on record their appreciation for the all roundco-operation and contribution made by employees at all levels.
| ||For and on behalf of the Board of Directors |
| ||of Agrimony Commodities Limited |
| ||Sd/- |
| ||Anandrao Gole |
|Place: Mumbai ||Chairman & Managing Director |
|Date: September 07 2016 ||DIN: 06668955 |