Your Directors have pleasure in presenting the 25th Annual Report together with theaudited statements of account of the Company for the financial year ended March 31 2015. (Rs in lacs)
|1. FINANCIAL RESULTS : ||2014-15 ||2013-14 |
|Profit before interest depreciation and tax ||2797.72 ||2744.48 |
|Less : Interest ||1311.95 ||965.43 |
|Less : Depreciation ||463.67 ||420.93 |
|Profit before tax ||1022.10 ||1358.12 |
|Tax expense (net) ||(135.97) ||80.78 |
|Adjustment ||39.00 ||215.29 |
|Profit after tax ||925.13 ||1654.19 |
|Balance in profit & loss account ||5671.00 ||4126.04 |
|Amount available for appropriation ||6596.13 ||5780.23 |
|Less : Appropriations || || |
|Transferred to general reserves ||35.00 ||35.00 |
|Proposed dividend ||45.31 ||63.44 |
|Tax on dividend ||9.23 ||10.79 |
|Tax adjustment relating to fixed assets (Note No. 10) ||4.90 || |
|Surplus carried to balance sheet ||6501.69 ||5671.00 |
2. CORPORATE OVERVIEW AND THE STATE OF COMPANYS AFFAIRS :
In spite of extended monsoon untimely rain and hailstorms company could successfullyachieve its benchmark criteria of its turnover of Rs. 300 Crores. Due to the Cost cuttingmeasures adopted by the Company the Company could maintain the EBIDTA at the same level ofthe previous year in spite of the cut throat competition in the market. But as a result ofincrease in the Interest rates and additional utilization of the working capital limitsthe interest cost had gone up by over 35% and accordingly the PAT was reduced by 44.07% ascompared to previous year. Due to lower turnover of fertilizers the inventories had goneup considerably.
The seed division continued its steady growth during the current year and its turnoverhad reached a new high of Rs. 119.76 Crores and managed to contribute 38% of the totalturnover of the Company.
There has not been any material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which Financial Statements relate and the date of this report. The Company hassuccessfully commenced the operation of its cold storage unit since April 2015.
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
A stipulated under clause 49 of the listing agreement the management discussion &analysis report has been separately furnished in Annual Report and forms part of it.
4. TRANSFER TO RESERVES :
The Board had out of the total profit of Rs. 925.13 lacs for the current financial yearproposed to transfer Rs. 35 lacs (Previous year Rs. 35 lacs) to the General Reserve.
5. DIVIDEND :
The Board of Directors are pleased to recommend the dividend of Rs. 0.05 per share (5%)for the year 2014-15 on equity share capital subject to the approval of the shareholdersat the Annual General Meeting (Previous year 7%) which shall absorb Rs. 45.31 lacs(Previous year Rs. 63.44 lacs).
6. CAPITAL EXPENDITURE INCURRED :
The Company had incurred Rs. 1317.71 lacs as the capital expenditure during the yearunder review (Previous year Rs. 3497.74 lacs).
7. DIRECTORS AND KMPS :
Shri. D.C. Bhartia (DIN: 00151521) director retires by rotation at this Annual GeneralMeeting and being eligible offers himself for reappointment. The Board of Directors ofthe company recommend his reappointment. The brief resume of Shri. D.C. Bhartia has beenprovided in the corporate governance report forming part of this annual report. There hasnot been any changes in the Director and KMP during the year.
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.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :
There are no significant and material orders passed by regulators/courts that wouldimpact the going concern status of the company and its future operations.
9. SHARE CAPITAL :
There have not been any changes in the Share capital of the Company during the year.
10. AUDITORS :
M/s. P.C. Baradiya & Co. Chartered Accountants Mumbai and M/s. P.C. Bhandari& Co. Chartered Accountants Akola the joint statutory auditors of the company holdoffice until the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. They have furnished the confirmation regarding their eligibility to theeffect that their re-appointment if made would be within the prescribed limit under theAct and they are not disqualified for reappointments. The Company had appointed Mr. T.M.Rathi the Cost Auditor for conducting cost audit of the Company for the financial year2014-15.
11. INTERNAL FINANCIAL CONTROLS :
The Company has adequate internal financial controls with references to financialstatements and the audit committee periodically reviews the said internal financialcontrol system and the same is being upgraded as per their recommendation.
12. INTERNAL CONTROL SYSTEMS :
The company has got internal control system which is commensurate with its size scale& complexities of its operations and the same are constantly assessed and strengthenedwith new / revised standard operating procedures.
13. AUDITORSREPORT :
The observations of the auditors in their report read with notes annexed to theaccounts are self explanatory which does not contain any reservation qualification oradverse remarks and therefore do not call for any further clarification.
14. SECRETARIALAUDIT :
The Board has appointed M/s. Martinho Ferrao & Associates Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2014-15. The SecretarialAudit Report for the financial year ended March 31 2015 pursuant to Section 204 of theAct is annexed herewith marked as Annexure B to this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.
15. EXTRACT OF ANNUAL RETURN :
Extract of Annual Return of the Company in form MGT-9 is annexed herewith as AnnexureD to this Report.
16. PUBLIC DEPOSIT :
As on 31st March 2015 the company has neither accepted nor invited any publicdeposits. No amount of principal or interest thereon was outstanding as on 31st March2015.
17. RELATED PARTY TRANSACTIONS :
All contracts / transactions as specified in Section 188 of the Act entered by theCompany with related parties during the financial year were in the ordinary course ofbusiness and on arm's length basis with necessary prior approval of Central Government& members. Disclosure of transactions with related parties have been set out in noteno. 32 of notes on financial statements forming part of annual report.
Since all related party transactions entered by the Company were in the ordinary courseof business and were on arms length basis & were not in conflict withCompanys interest form AOC-2 is not applicable to the Company.
18. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to section 134 of the Companies Act 2013 the Directors hereby state that :
i. in the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards had been followed along with proper explanationrelating to material departures
ii. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 of the company for the year ended on that date
iii. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities
iv. the directors had prepared the annual accounts on a going concern basis.
v. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
19. MEETINGS OF THE BOARD :
Twelve meetings of the Board of Directors were held during the year under review. Forfurther details please refer report on Corporate Governance published in this AnnualReport.
20. CORPORATE GOVERNANCE :
Pursuant to clause 49 of the listing agreement with the BSE Ltd a separate sectiontitled "Report on Corporate Governance" is being published as a part of thisAnnual Report along with the certificate of the auditors confirming the compliance ofconditions of the corporate governance.
Various disclosures as required under section 134 and 135 of the Companies Act 2013such as related party transaction constitution of various Board committees remunerationof the managerial personnel Vigil mechanism/Whistle blower policy as well as Additionalshareholders information are annexed to or covered in the Corporate GovernanceReport which forms part of this Annual Report.
21. COMPANYS POLICY ON SELECTION OF DIRECTORS & DETERMINING DIRECTORSINDEPENDENCE & REMUNERATION :
The Company has a Nomination and Remuneration Committee and the Composition ofCommittee and the Scope of the Committee are set out in the Corporate Governance Reportforming part of this Annual Report. Pursuant to section 178 (3) of the Companies Act 2013the said committee has formulated the company policy for selection and appointment ofdirectors and their remuneration. The shareholders of the Company may visit theCompanys website for the Companys policy on selection of Directors anddetermining Directors independence and remuneration.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
According to the provisions of the Companies Act 2013 the company had reconstituted theCSR committee and formulated the CSR policy which mainly focuses on the welfare &sustainable growth and development of the weaker section of the society which is in linewith the companys policy of providing necessary financial support for the upliftmentof the poor people as well as welfare of the under privileged & down trodden of thesection of the society.
The CSR policy of the Company has emphasis on undertaking the various activities inrural area like rural development promoting education providing healthcare and buildingthe community centers the details of which are available on the Companys website.During the year the company has spent Rs. 25.81 lacs on CSR activities the details whichhave been mentioned in the Annexure C forming part of this report.
23. RISK MANAGEMENT POLICY :
The Company has got the risk management policy which aims at identifying assessing andmitigating the various risks internal as well as external like competition monsoon etc.which are inherent in the business of the Company. The risk management policy helps inenhancing the business values of the Company with code of conduct adequate quality checksand internal controls. The risk management policy has been developed and implemented bysenior personnel/teams at various levels of management.
24. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED :
Particulars of investments made have been mentioned in the Balance Sheet (Ref. Note No.11). During the year under review the Company has not given any loan or given guaranteesor provided securities for the said loan.
25. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 :
There were no employees whose remuneration were in excess of the limits prescribedunder Section 197 (12) of the Companies Act 2013 read with Rules 5 of Companies(Appointment and remuneration of managerial personnel) Rules 2014.
The information required pursuant to Section 197 read with Rule 5(1) of Companies(Appointment and remuneration of managerial personnel) Rules 2014 in respect of theemployees of the Company is provided in this report. However in accordance with theprovisions of the first proviso to Section 136(1) of the Act the aforesaid particulars arenot being sent as a part of this annual report but are available for inspection atregistered office of the company. Any member interested may send the request letter forthe same to the Company Secretary at the Registered office of the Company. The full AnnualReport including the aforesaid information is available on the Companys website.
26. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS & OUTGO :
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed pursuant to section 134 (3) (m)of the Companies Act 2013 are provided in Annexure A to this Report.
27. ACKNOWLEDGEMENTS :
Your Directors would like to express their appreciation for the support and cooperation received from financial institutions companys bankers governmentauthorities and shareholders during the year under review. The Company wishes to place onrecord their sincere appreciation for significant contribution by all employees toward thesuccess and growth of the Company.
| ||For and on behalf of the Board |
| ||SHASHIKANT C. BHARTIA |
|Place : Mumbai ||CHAIRMAN & MANAGING DIRECTOR |
|Date : 29th June 2015 ||DIN. : 00151358 |