Your Directors have pleasure in presenting their 33rd Annual Report on the business andoperations of the Company and the accounts for the financial year ended 31 March 2016.
1. Financial summary or highlights/Performance of the Company :
( Rs in lacs)
|Particulars ||Year Ended ||Year ended |
| ||31.03.2016 ||31.03.2015 |
|Sales & other income ||26980.82 ||12592.03 |
|Profit/(loss)before depreciationfinancial exps tax & other adjustments ||2371.81 ||1218.75 |
|Less: financial expenses ||1176.62 ||659.10 |
|Profit/(loss) before depreciationtax & other adjustments ||1195.19 ||559.65 |
|Less: depreciation ||259.17 ||126.32 |
|Profit before tax & other adjustments ||936.02 ||433.33 |
|Extraordinary items || || |
|Provision for tax: || || |
|Current tax ||(235.48) ||(222.26) |
|Deferred tax ||(58.77) ||(44.45) |
|Net profit/loss after tax ||641.77 ||166.62 |
|Add:profit brought forward ||1868.56 ||1779.54 |
|Opening balance of retained earnings ||- ||2.81 |
|Profit available for appropriation ||2510.33 ||1948.97 |
|Less: dividend ||128.14 ||60.07 |
|Less: tax on proposed dividend ||26.09 ||12.01 |
|Less: tax on dividend ||0.02 ||- |
|Transfer to general reserve ||32.09 ||8.33 |
|Surplus carried forward to balance sheet ||2323.99 ||1868.56 |
State of Company's affairs
During the period under review your company has earned revenue from operations andother income of
Rs 26980.82 lacs with a net profit of Rs 641.77 lacs. The figures of current financialyear are not comparable to the figures of last FY 2014-15 as your Company had consideredclosing its previous accounting period for 6 months i.e from 1 October 2014 to 31 March2015 to align in accordance with the New Companies Act 2013.
Research & Development
Bambino's focus is on innovation of functional foods i.e. food items with definitivehealth benefits by fortification with natural products containing quantified amounts ofactive substances thus striving for "tasteful health".
Our endeavor is to focus on the market demand and manufacture products based on it. Newcategory extensions made in Vermicelli Macaroni Spaghetti and Pasta variants withinclusion of natural ingredients and dietary fiber components.
The objective of our R & D is to obtain new knowledge design innovative methods todevelop new products improve quality composition and nutritive values of new andexisting products. The aim is overall value addition to existing or new products byincorporation of health-promoting and disease-preventing ingredients derived from ourtraditional herbal medicinal repository without compromising on the taste and flavor ofthese products.
Your Directors are pleased to recommend a dividend of 16% for the period of 31st March2016 and the said dividend if approved would absorb a sum of Rs 12814154 plus dividendtax of Rs 2608660. The Dividend if approved at the ensuing Annual General Meeting willbe paid to all eligible equity shareholders of the Company whose names appear in theregister of members as on the record date.
Your Company proposes to transfer Rs 3208864 to General Reserve for the financialyear ended 31st March 2016.
The Paid-up Share Capital of the Company as on 31st March 2016 is Rs 80088460.
Number of Meetings of the Board of Directors
During the year ended 31 March 2016 five Board Meetings were held.
The dates on which the Board meetings were held are 28 May 2015 12 August 2015 6November 2015 11 February 2016 & 14 February 2016. The maximum time gap between anytwo consecutive meeting was within the period prescribed under the Companies Act 2013 andSEBI (LODR) Regulations 2015.
Directors Responsibility Statement as required under Section 134 of the Companies Act2013
Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:
i) that in the preparation of the Annual Accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.
ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31 March 2016 andof Profit and Loss Account of the Company for that period;
iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) that the Directors have prepared the Annual Accounts for the Financial Year ended31 March 2016 on a going concern basis;
v) that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and vi) that the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Statement on Declaration given by Independent Directors under Sub-Section (6) ofSection 149
The independent directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section(6).
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of the following Directors namelyMr. S. Nageswara Rao Chairman Dr. S. Venkataraman and Dr. Lalitha Ramakrishna Gowda asmembers.
Brief description of terms of reference:
identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board for their appointment and removal;
carry on the evaluation of every director's performance; formulation of thecriteria for determining qualifications positive attributes and independence of adirector;
recommend to the Board a policy relating to the remuneration of the directorskey managerial personnel and other employees; formulation of criteria forevaluation of Independent Directors and the Board;
devising a policy on Board diversity; and
any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objectives of the Policy
1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
2. To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies.
3. To carry out evaluation of the performance of Directors.
4. To provide them reward linked directly to their effort performance dedication andachievement relating to the Company's operations.
5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
Particulars of Contracts or Arrangements with Related Parties Referred to inSub-Section (1) of Section 188
The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014 and the same is enclosed as Annexure - 1 to this Report.
Extracts of Annual Return
The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure -2 to this Report.
The conservation of energy technology absorption foreign exchange earnings and outgopursuant to provisions of Section 134(3)(m) of the Companies Act 2013 (Act) read with theCompanies (Accounts) Rules 2014
Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure - 3 to thisReport.
Risk Management Policy
The Company has laid down the procedure for risk assessment and its mitigation throughan internal Risk Committee. Key risks and their mitigation arising out of reviews by theCommittee are assessed and reported to the Audit Committee on a periodic basis. The RiskManagement Policy details the Company's objectives and principles of Risk Management alongwith an overview of the Risk Management process procedures and related roles andresponsibilities.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act 2013 and the Rules madethereunder and pursuant to the recommendation of the Committee the Board has in placeCorporate Social Responsibility ('CSR') policy and the same is available on the website ofthe Company "www.bambinofood.com".
As the Average Net Profits of the Company for the immediately preceding 3 financialyears calculated as per Section 198 of the Companies Act 2013 works out to Rs 14.37 lacs.The Company has spent Rs 36.19 lacs on CSR activities and CSR projects in the areas ofEradicating hunger Poverty and malnutrition and promoting healthcare. The details on CSRactivities are provided in Annexure - 4 and forms part of this report.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance and the performance of the individualDirectors as well as the evaluation of the working of its Committees. The manner in whichthe evaluation was carried out has been detailed in the Corporate Governance Report.
Mr. P. Easwara Das (DIN No: 02340662) a Non Executive Director of the Company retiresby rotation and being eligible offers himself for re-appointment.
Details of Directors or Key Managerial Personnel Who Were Appointed or have resignedduring the Year
Mr. V. Nagarajan was appointed as CFO of the Company w.e.f. 14 February 2016. Mr. M.Kishan Rao Chairman and Director resigned as Managing Director w.e.f 15th April 2016 andMr. M. Raghuveer Wholetime Director was redesignated as Managing Director of the Companyw.e.f 16th April 2016.
For Directors seeking appointment/re-appointment in the forth coming Annual GeneralMeeting of the Company the particulars as required to be disclosed in accordance withReg. 25 of SEBI (LODR) Regulations 2015 is provided in notice of Annual General Meeting.
The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013.
M/s. PRV Associates (Firm Registration No.006447S)Chartered Accountants have beenappointed as statutory auditors of the company at the 31st Annual General Meeting held on26.12.2014 for a period of three years subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the AGM.
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 Mr Chandrakanth Gorak Practicing Company Secretary (CP No. 11346) to undertakethe secretarial audit of the company. The Secretarial Audit Report is annexed herewith as'Annexure 5'.
The Auditors Report and Secretarial Auditor Report do not contain any qualificationsreservations or adverse remarks.
Audit Committee consists of the following Directors namely Mr. M. Kishan Rao Chairmanand Director Mr. S. Nageswara Rao Dr. S. Venkataraman and Dr. Lalitha Ramakrishna Gowda.Except Mr. M. Kishan Rao all the other members of Audit Committee are IndependentDirectors.
There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.
A separate report on Corporate Governance and Management Discussion and Analysis isannexed as part of the Annual Report along with the Auditor's Certificate on itscompliance.
The SEBI (LODR) Regulations 2015 mandated the formulations of certain policies for alllisted companies. All the corporate policies are available on the company'swebsite:www.bambinofood.com. The policies are reviewed periodically by the Board andupdated based on need and new compliance requirement.
The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the audit committee inexceptional cases.
Statement of particulars of appointment and remuneration of managerial personnel
The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure - 6 to this Annual Report. There are no employees who are eitheremployed for the whole/Part of the financial year are in receipt of remuneration exceedingRs 5 lacs per month or Rs 60 lacs per annum as stipulated under Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Internal Control Systems and their adequacy
The Company has an adequate internal control system commensurate with the size andcomplexity of the organization. The Company has undertaken a comprehensive review of allinternal control systems to take care of the needs of the expanding size of the Companyand also upgraded the IT support systems. A system of internal audit to meet the statutoryrequirement as well as to ensure proper implementation of management and accountingcontrols is in place. The Audit Committee periodically reviews the adequacy of theinternal audit functions.
Change in the nature of business
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
No Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.
Material changes and commitments
There are no Material changes and commitments in the business operations of the Companyfrom the Financial year ended 31 March 2016 to the date of signing of the Director'sReport.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
During the financial year ended 31 March 2016 the Company has not received anyComplaints pertaining to Sexual Harassment.
Pursuant to the provisions of SEBI (LODR) Regulations 2015 a declaration by theManaging Director of the Company declaring that all the members of the Board and theSenior Personnel of the Company have affirmed compliance with the Code of Conduct of theCompany is enclosed.
Your Directors wish to place their sincere appreciation for the support andco-operation that the Company has received from its Shareholders Bankers CustomersSuppliers Stockists Selling Agents Central and State Governments various StatutoryAuthorities and others associated with the Company.
Your Directors also wish to place on record their appreciation to employees at alllevels for their commitment hard work and dedicated support.
| ||For and on behalf of the Board of Directors of Bambino Agro Industries Limited |
| ||M. Kishan Rao |
|Place: Secunderabad ||Chairman and Director |
|Date: 4 June 2016 ||DIN No. 02425967 |