Agrimony Commodities Ltd.
|BSE: 537492||Sector: Others|
|NSE: N.A.||ISIN Code: INE567P01018|
|BSE 00:00 | 26 Feb||Agrimony Commodities Ltd|
|NSE 05:30 | 01 Jan||Agrimony Commodities Ltd|
Agrimony Commodities Ltd. (AGRIMONYCOMM) - Director Report
Company director report
Your Directors are pleased to present the 26th Annual Report of the Companyalong with the Audited Financial Statements for the year ended 31st March2017.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
2. OPERATIONS REVIEW
The Income from operation for the financial year 2016-17 for the year under review wasat Rs. 981.46 Lakhs compared to Rs. 1783.97 lakhs during the financial year 2015-16. Thecompany revenue has decreased by 43.05%. The EBIDTA excluding exceptional items stood atRs.4.78 lakhs during financial 2016-17 as compared to Rs. 13.61 lakhs in the PreviousFinancial year 2015-16. Although company has earned profit of Rs. 1.54 Lakh as compare toloss of Rs. 12.05 lakh by adjusting all the losses of the previous years.
During the year your Company dealt with those contracts which resulted in good profitand company has restricted its dealing on contracts where reasonable profit has beenforeseen. The result of this decision led to higher margin which is evident from theperformance of the company. The Net Profit ratio is 0.16% in the current financial year(2016-17) as compared to -0.68% is previous year (201516).
3. SHARE CAPITAL
There is no change in paid up capital. The paid up Equity Share Capital as at March 312017 was Rs. 113900000/-. During the year under review the Company has not issuedshares with differential voting rights nor 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 2016-2017.
Directors have not transferred any amount to general or other reserves.
6. BOARD OF DIRECTORS
The Board of the Company presently consists of 4 directors out of which 2 (Two) areindependent Directors.
6.2 Retirement by Rotation
Pursuant to the Clause 129 of the Articles of Association of the Company read withSection 152 of the Companies Act 2013 Mr. Anandrao Gole is due to retire at the ensuingAnnual General Meeting and is eligible for re-appointment.
6.3 Independent Director
Declaration by Independent Director
All the Independent Directors have given declarations that they meet the criteria ofindependence as lay down under Section 149(6) of the Companies Act 2013.
Appointment and Resignation of Independent Director
Mr. Satish Bokdia (DIN: 02422260) has resigned from the directorship w.e.f. 7thOctober 2016.
Ms. Nalini Shetty (DIN: 07124868) Independent Directors of the Company was appointedfor term of 2 (Two) years and their appointment was approved by the shareholders at the24th Annual General Meeting of the Company. Their tenure expires at the conclusion of theensuing 26th Annual General Meeting of the Company.
The Nomination and Remuneration Committee at their meeting held on 27th July 2017 hasrecommended a second term for Ms. Nalini Shetty Independent Directors. The Board ofDirectors have also recommended appointment for a second term of 5 (Five) years for Ms.Nalini Shetty upto the conclusion of 31st Annual General Meeting of the Company subjectto the approval of members at the ensuing Annual General Meeting.
6.4 Number of Meetings of the Board
During the year under review 10 (Ten) Board Meetings were duly held. The interveninggap between the Meetings was not more than 120 days as prescribed under the Companies Act2013.
6.5 Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company was held on 31.03.2017 inaccordance with the provisions of clause VII of the schedule IV of the Companies Act 2013
7. KEY MANAGERIAL PERSONNEL
During the year under review Ms. Monali Mehta Company Secretary & ComplianceOfficer of the Company resigned from Office on October 08 2016 and Ms. Sheetal Musale hasbeen appointed as Company Secretary & Compliance Officer of the Company w.e.f. April19 2017.
The performance of the Company is improving as is evident from its financial positionof the Company. Due to accumulated losses in the previous years no remuneration was paidto Mr. Anandrao Gole Managing Director of the Company as per his choice and as approvedby the Board.
The Companies performance has gradually improved in the Current year (2016-17) andtherefore Mr. Anandrao Gole proposed to the Nomination and Remuneration Committee toconsider payment of remuneration from the financial year 2017-18.
The Nomination and Remuneration committee in its meeting held on 27th July 2017reviewed the proposal by Mr. Anandrao Gole and approved the remuneration payable asmentioned in its appointment letter dated 10th December 2013 and further recommended thesame to the board.
The board in its meeting held on 28th July 2017 evaluated the point recommended byNomination and Remuneration committee; the same was briefly discussed and approved by theboard.
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(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.
9. DISCLOSURES RELATED TO COMMITTEES/COMMITTEE RECONSTITUTION
We have reconstituted the committees w. e. f. 7th October 2016 are as follow:
9.1 Audit committee
The Composition of the audit committee is in conformity with the provisions of theSection 177 of the Companies Act 2013 which comprises as follows:
Consequent upon the resignation of Mr. Satish Bokdia (DIN: 02422260) as an independentDirector the audit committee was re-constituted w.e.f. 7th October 2016 as follow:
Company has conducted 6 (Six) Audit Committee Meeting during the year 2016-17.
9.2 Nomination & Remuneration Committee
The Composition of the Nomination Remuneration committee is in conformity with theprovisions of the Section 178 of the Companies Act 2013 which comprises as follows:
Consequent upon the resignation of Mr. Satish Bokdia (DIN: 02422260) as an independentDirector the audit committee was re-constituted w.e.f. 7th October 2016 as follow:
Company has conducted 1 (One) Nomination and Remuneration Committee Meeting during theyear 2016-17.
9.3 Stakeholder Grievances Committee Minutes
The composition of the Stakeholder Grievances Committee is in conformity with theprovisions of the Section 178 of the Companies act 2013 which comprises as follows:
Consequent upon the resignation of Mr. Satish Bokdia (DIN: 02422260)) as an independentDirector the audit committee was re-constituted w.e.f 7th October 2016 as follow:
Company has conducted 5(Five) Stakeholders Grievances Committee Meeting during the year2016-17
10. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134(3](p] of the Companies Act 2013 and ScheduleIV of the Companies Act 2013 the board has carried out the annual performance evaluationof the Board as the whole various Committees of the Board and of the Directors. Theperformance evaluation of the
Independent Directors was carried out by the entire Board. The Directors expressedtheir satisfaction with the evaluation process.
The Board and Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as Transparency Performance etc.
In the separate meeting of Independent Directors performance of non- independentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of the executive directors and non- executivedirectors. The same was discussed in the Board meeting that followed the meeting ofindependent directors at which the performance of the board its committee and individualDirectors was also discussed.
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 2017. The Company has no depositwhich is not in compliance with the provisions of Chapter V of the Companies Act 2013 andas the Companies (Acceptance of Deposit] Rules 2014.
The Company has attached along with its financial statement a separate statementcontaining the salient features of the financial statement of the said wholly ownedsubsidiary in "Form AOC-1" which is annexed as "Annexure -A".
13. 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.
14. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Company has reviewed the Internal Financial Control Report which has been submittedlast year by Internal Auditor which required management intervention and actions. Theactions taken by the management were reviewed by the internal auditor as per their reportfor the financial year 2015-16
The Board of Directors hereby report that that the same has been considered and properaction as envisaged has been taken.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY COMPANY
During the year under review your company has granted loans to the extent of Rs.762.03 Lakhs out of which Rs. 87.50 Lakhs has been invested in Wholly Owned subsidiaryi.e. Advantage Commodities Pvt. Ltd. and is in compliance with the provisions of Section186 of the Companies 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.
16. PARTICULARS OF CONTRACTS OR ARRANAGEMENTS WITH RELATED PARTIES
All related party transactions made during the financial year 2016-17 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 required to be reported in Form AOC-2.
17. 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.
18. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which has occurred between the end of financial year of the Company andthe date of this Report.
19. 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.
20. 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.
21. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributes andother matters provided under sub section (3) of section 178 of the Companies Act 2013. TheCompanys Remuneration Policy for Directors Key Managerial Personnel and otheremployees is available on Companys website at
22. CORPORATE GOVERNANCE
As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 para C of Schedule V relating to Corporate Governance Report shall notapply to company listed on SME Exchange. The Company being a company listed on BSE SMEPlatform preparation of corporate governance is not applicable.
23. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015Management Discussion and Analysis is set out in the Annual Report as "Annexure-D".
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS ANDOUTGO
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 energy-efficient 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 2016-17.
25.1 Statutory Auditors
Pursuant to the provisions of section 139 142 and other applicable provisions if anyof the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 as amendedfrom time to time and pursuant to the recommendation made by the Audit Committee M/s. V.R. Bhabhra & Co. Chartered Accountants bearing Registration No.112861W be and ishereby appointed as the Statutory Auditor of the Company for further period of five yearsto hold office from the conclusion of 26th Annual General Meeting till conclusion of the31st Annual General Meeting (subject to ratification of the appointment by the members atevery Annual General Meeting held after this Annual General Meeting) and the
Board be and is hereby authorized to fix such remuneration as may be determined inconsultation with the Auditors in addition to reimbursement of all out-of-pocket expensesas may be incurred in connection with the audit of the accounts of the Company.
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.
There are no qualifications reservation or adverse remarks or disclaimers made by theStatutory Auditors in their Audit Report.
25.2 Secretarial Auditors
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. 9594) toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure - E" and forms an integral part of this report.
There are no qualifications reservations or adverse remark or disclaimer made by theauditor in their Report.
26. MANAGERIAL REMUNERATION
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- F".
27. 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.1.02 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. 1.02 Crores during the financial year 2016-17.
28. 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.
29. 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.
30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established the Vigil Mechanism Policy/ Whistle Blower Policy for theDirectors and employees for reporting the genuine concerns and grievances significantdeviations from the key managerial policies and reports any non-compliance and wrongpractices e.g unethical behaviour fraud violation of law inappropriate behaviour/conduct etc.
The functioning of the vigil mechanism is reviewed by the Audit Committee from time totime. None of the directors or employees has been denied access to the Audit Committee ofthe Board.
The Vigil Mechanism Policy/ Whistle Blower Policy is uploaded on the Website of theCompany at www.agrimonycommodities.com.
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.