The Directors hereby present their 24th Annual Report on the business and operations ofthe Company and the financial accounts for the year ended 31st March 2015.
(Amount in Lacs)
|Particulars ||Financial Year ended |
| ||31st March 2015 ||31st March 2014 |
|Revenue from operations ||55266.42 ||47317.60 |
|Other Income ||190.51 ||157.89 |
|Profit/(Loss) before Tax ||224.74 ||192.28 |
|Provision for Tax ||(29.88) ||52.40 |
|Profit/(Loss) after Tax ||254.62 ||139.88 |
|Transfer to General Reserve ||254.62 ||139.88 |
|Reserves and surpluses ||1119.54 ||1221.42 |
|Earning per share ||1.64 ||0.90 |
During the year under review total income of the Company was Rs.55456.93 Lac asagainst Rs. 47475.49 Lac in the previous year. The Company was able to earn profit forthe year of Rs. 254.62 Lacs against a profit of Rs. 139.88 Lacs. Your Directors areputting in their best efforts to improve the performance of the Company.
Statement of Companys Affair
The Company is engaged in the business of manufacturing of VanasPati and Refined Oilwith shortening products (bakery & biscuit). During the year company has produced89472.406 MT of Vanaspati/Refined Oil as against 75441.978 MT in the previous year.
The most popular brands of Vanaspati/refined oil are "Dhruv" and"Anchal" both of which enjoy a considerable market share.
Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Reportattached to this report.
Change in nature of Business of the Company
There has been no change in the nature of business of the Company.
Material Changes etc.
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company-31st March 2015 and the date of this Report.
The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.
The paid up Equity Share Capital as on 31st March 2015 was 15.50 crores. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013
Pursuant to Section 134(3)(g) of the Companies Act 2013 details of Loans Guaranteesand Investments covered under the provisions of Section 186 of the Companies Act 2013 areprovided in Notes 13 15 and 37 to the Financial Statements.
Disclosure on Deposit under Chapter V
The Company has neither accepted nor renewed any deposits during the Financial Year2014-15 in terms of Chapter V of the Companies Act 2013.
Report on Subsidiaries Associates and Joint Venture companies
The Company has no subsidiaries associates and joint ventures companies.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as Annexure 1 whichforms part of this report.
At present the equity shares of the Company are listed at Bombay Stock Exchange Ltd.(BSE). The annual listing fees for the financial year 2015-16 to BSE has been paid.
Corporate Governance is the system by which corporate entities are directed andcontrolled. It provides the structure through which the companys objectives are setand provides the means of attaining those objectives and monitoring performance. It is theapplication of best management practices compliance of law adherence to ethicalstandards for effective management and distribution of wealth and discharge of socialresponsibility for the sustainable development of all stakeholders. Ajanta Soya Limited beholds Corporate Governance measures as an integral part of business strategy which addsconsiderable internal and external values and contributes to the business growth inethical perspective. Besides complying with the prescribed Corporate Governance practicesas per Clause 49 of the Listing Agreement in terms of revised dispensation the Companyhas voluntarily adopted various practices of governance confirming to highest ethical andresponsible standard of business globally benchmarked. Strong governance practices of theCompany have been rewarded in terms of improved share valuations stakeholderRs.sconfidence improved market capitalization high credit ratings and bagging of variousawards for brands stocks environmental protection etc.
A certificate from Auditors of the Company regarding compliance of the conditions ofCorporate Governance as stipulated under Clause 49 of the Listing Agreement with theStock Exchanges is attached in the Corporate Governance Report and forms part of thisReport.
Certificate of the CEO/CFO inter-alia confirming the correctness of the financialstatements compliance with CompanyRs.s Code of Conduct adequacy of the internal controlmeasures and reporting of matters to the Audit Committee in terms of Clause 49 of theListing Agreement with the Stock Exchanges is attached in the Corporate Governance Reportand forms part of this Report.
During the year Mr Babu Lal Jain and Mr Bishan Goyal resigned w.e.f 14th August 2014from the board due to their pre-occupation. The Board takes this opportunity to place itsgratitude for services rendered by them.
In Pursuant to Sections 149 152 and other applicable provisions if any of theCompanies Act 2013 one-third of such of the Directors as are liable to retire byrotation shall retire every year and if eligible offer themselves for re-appointment atevery AGM. Consequently Mr Sushil Goyal Managing Director will retire by rotation at theensuing AGM and being eligible offer himself for re-appointment in accordance with theprovisions of the Companies Act 2013.
Pursuant to Section 149(1) of the Companies Act 2013 the Board of Directors of theCompany had on 28th March 2015 appointed a Women Director Ms. Sushila Jain as AdditionalDirector in the category of Non-Executive Independent Director. Ms. Sushila Jain shallhold office upto the date of the ensuing AGM of the Company and being eligible offerherself for re-appointment. The Company has also received a notice in writing from amember proposing her candidature for the office of Director along with a deposit of Rupeesone lakh. She will not be subject to retirement by rotation for a term of 5 (five)consecutive years commencing from the date of her appointment as an Additional Director inthe Company i.e. 28th March 2015.
The brief resume of the Directors being appointed/reappointed the nature of theirexpertise in specific functional areas names of companies in which they have heldDirectorships Committee Memberships/ Chairmanships their shareholding etc. are providedin the report on Corporate Governance forming part of the Annual Report.
Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by Independent Directors under Section 149(6) ofthe Act the Board hereby confirms that all the Independent Directors of the Company havegiven a declaration and have confirmed that they meet the criteria of independence asprovided in the said Section 149(6).
Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
|Name ||Designation |
|Mr Sushil Goyal ||Managing Director |
|Mr Abhey Goyal ||Whole Time Director |
|Ms Priya Pandey* ||Company Secretary |
|Mr Jai Gopal Sharma ||Chief Financial Officer |
|Mr Kapil* ||Company Secretary |
*Resigned as Company Secretary w.e.f. May 19 2015 and Mr Kapil was appointed asCompany Secretary w.e.f. May 30 2015.
During the year Mr Sushil Goyal was re-appointed as Managing Director of the Companyw.e.f. July 26 2014. Mr Jai Gopal Sharma was appointed as Chief Financial Officer of theCompany w.e.f. May 30 2014.
Policy on Directors appointment and Policy on remuneration
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as Annexure 2 respectivelywhich forms part of this report.
Particulars of remuneration of Directors/ KMP/Employees
There are no employees who are in receipt of remuneration in excess of the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure 3 which forms part ofthis report.
Number of Meetings of the Board
During the Financial Year 2014-15 12 (Twelve) number of Board meetings were held. Fordetails there of kindly refer to the section Board of Directors in the CorporateGovernance Report.
Performance Evaluation of the Board its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors.
A structured questionnaire has been prepared covering various aspects of thefunctioning of the Board and its Committee such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meeting BoardRs.s focus regulatory compliances andCorporate Governance etc. Similarly for evaluation of Individual Directorsperformance the questionnaire covers various aspects like his/her profile contributionin Board and Committee meetings execution and performance of specific dutiesobligations regulatory compliances and governance etc.
Board members had submitted their response on a scale of 5(excellent) 1 (poor)for evaluating the entire Board respective Committees of which they are members and oftheir peer Board members including Chairman of the Board.
The Independent Directors had met separately without the presence of Non-IndependentDirectors and the members of management and discussed inter-alia the performance ofnon-Independent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and Non-ExecutiveDirectors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirectorRs.s performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires. The Directorsexpressed their satisfaction with the evaluation process.
Composition of Audit Committee
As on 31st March 2015 the Audit Committee of the Company comprises the followingdirectors:
Mr Harsh Chander KansalChairman (Independent Director)
Mr Hemant Kumar Bansal-Member (Independent Director)
Mr Abhey Goyal- Member (Executive and Promoter Director)
Further all recommendations of Audit Committee were accepted by the Board ofDirectors.
Statutory Auditors and their Report
The Auditors M/s Tas Associates Chartered Accountants were appointed with yourapproval at the 23rd AGM to hold such office till the conclusion of the 26th AGM. TheBoard in terms of Section 139 of the Act on the recommendation of the Audit Committeehas recommended for the ratification of the Members the appointment of M/s Tas Associatesfrom the conclusion of the ensuing AGM till the conclusion of the 26th AGM.
The Board in terms of Section 142 of the Act on the recommendation of the AuditCommittee has also recommended for the approval of the Members the remuneration of M/sTas Associates for the financial year 2015-16.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the AuditorRs.s Report areself-explanatory.
Your Board during the year appointed M/s R & D Company Secretaries to conductsecretarial audit of the Company for the financial year ended 31st March 2015. The Reportof M/s R & D Company Secretaries in terms of Section 204 of the Act is provided in theAnnexure 4 forming part of this Report.
Directors Responsibility Statement
Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors Responsibility Statement the Directors confirm:
a) That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures;
b) That they had selected such accounting policies and applied them consistently andmade judgements 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) That they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That they had prepared the annual accounts on a going concern basis;
e) That they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
f) That they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Corporate Social Responsibility (CSR)
The Company does not come under the preview of Section 135 of the Companies Act 2013in relation to Corporate Social Responsibility.
Internal Financial Controls with reference to the financial statements
Details of internal financial control and its adequacy are included in the ManagementDiscussion and Analysis Report which forms part of this Report.
Risk Management Policy
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Clause 49 of the Listing Agreement. It establishes various levels ofaccountability and overview within the Company while vesting identified managers withresponsibility for each significant risk.
The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. Through this programme each Function and Unit addresses opportunities andrisks through a comprehensive approach aligned to the Companys objectives. TheCompany has laid down procedures to inform the Audit Committee as well as the Board ofDirectors about risk assessment and management procedures and status.
Sustainability is embedded in the Corporate Enterprise Risk Management programme whichgives an opportunity to Increase the effectiveness of risk management practices and forimproving business efficiency. The Companys social and environmental policiescorrelate strongly with the risk management strategy and ultimately the financialperformance.
This risk management process which is facilitated by internal audit covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies. The current risk slate and the comprehensive riskpolicy have been further redefined during the year. The major risks forming part of theEnterprise Risk Management process are linked to the audit universe and are covered aspart of the annual risk based audit plan.
Vigil Mechanism Policy
The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Companys Code of Conduct or ethics policy. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism and also provides for direct access to the Chairman of the Audit Committee.It is affirmed that no personnel of the Company has been denied access to the AuditCommittee.
Prevention of Sexual Harassment
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure 5 tothis Report.
Contracts or arrangements with Related Parties under Section 188(1) of the CompaniesAct 2013
With reference to Section 134(3)(h) of the Companies Act 2013all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an armslength basis. During the year the Company had not entered into any contract orarrangement with related parties which could be considered material accordingto the policy of the Company on Materiality of Related Party Transactions.
Your attention is drawn to the Related Party disclosures set out in Note no. 37 of theFinancial Statements.
Your Directors place on record their gratitude to the Central Government StateGovernments and Companys Bankers for the assistance co-operation and encouragementthey extended to the Company. Your Directors also wish to place on record their sincerethanks and appreciation for the continuing support and unstinting efforts of investorsvendors dealers business associates and employees in ensuring an excellent allaroundoperational performance.
|Regd.Office: ||By order of the Board |
|SP-916 Phase III Industrial Area ||For AJANTA SOYA LTD |
|Bhiwadi 301019 || |
|Distt. Alwar Rajasthan || |
| ||SUSHIL GOYAL ||ABHEY GOYAL |
| ||Managing Director ||Whole-time Director |
| ||DIN: 00125275 ||DIN: 02321262 |
| ||Address: ||Address: |
|Date : 13th August 2015 ||House No. 42-A Road No. 78 ||House No. 42-A Road No. 78 |
|Place : New Delhi ||West Punjabi Bagh New Delhi - 110 026 ||West Punjabi Bagh New Delhi - 110 026 |
1. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo-Annexure-1
2. Companys Policy on Directors appointment and remuneration-Annexure-2
3. Statement of particulars of employees pursuant to the provisions of Section 197(12)of the Companies Act 2013-
4. Secretarial Audit Report-Annexure-4
5. Extract of Annual Return in MGT-9-Anexure-5