Your Directors have pleasure in presenting the 26th Annual Report of theCompany together with the audited statements of account for the financial year ended March312016.
| || ||(Rs in lacs) |
|1. FINANCIAL RESULTS : ||2015-16 ||2014-15 |
|Profit before interest depreciation and tax ||2296.49 ||2797.72 |
|Less: Financial expenses ||1222.01 ||1311.95 |
|Less: Depreciation ||459.62 ||463.67 |
|Profit before tax ||614.86 ||1022.10 |
|Tax expense (net) ||(56.90) ||(96.97) |
|Profit after tax ||557.96 ||925.13 |
|Balance in profit & loss account ||6501.69 ||5671.00 |
|Amount available for appropriation ||7059.65 ||6596.13 |
|Less: Appropriations || || |
|Transferred to general reserves ||35.00 ||35.00 |
|Proposed dividend ||45.31 ||45.31 |
|Tax on dividend ||9.22 ||9.23 |
|Additional Depreciation pursuant to enactment of Schedule II of the Companies Act 2013 ||- ||4.90 |
|Surplus carried to balance sheet ||6970.12 ||6501.69 |
2. CORPORATE OVERVIEW AND THE STATE OF COMPANYS AFFAIRS :
The revenue from operation of the Company has increase from Rs 306.06 Crores (PreviousYear) and touch a new high of Rs 316.65 Crores. The sale of both division fertilizers andseeds could successfully maintain its contribution in total revenue from operation of theCompany. The seed division continued its steady growth during the current year and itsturnover had reached a new high of Rs 120.84 Crores. (Previous Year Rs 119.76 Crores)
The year 2015-16 was a very challenging year for the agro industries. During the yearthe Agro Industries had to face cut throat competition weak economic environmentdepreciating currency unevenly distributed mansoon etc. The EBIDTA of the Company hasdecreased from Rs 27.98 Crores (Previous Year) to Rs 22.96 Crores. Due to droughtcondition in the last two years the buying power in terms of financial capacity of farmerwas greatly reduced hence we were compelled to decrease our margin on sell to remain inthe competitive market.
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. There have notbeen any changes in the Nature of Business of the Company during the year.
There have not been any changes in the Share capital of the Company during the year.
3. TRANSFER TO RESERVES :
The Board had out of the total profit of '557.96 lacs for the current financial yearproposed to transfer Rs 35 Lacs (Previous Year Rs 35 lacs) to the General Reserve.
4. DIVIDEND :
The Board of Directors are pleased to recommend the dividend of Rs 0.05 per share (5%)for the year 2015-16 on equity share capital subject to the approval of the shareholdersat the Annual General Meeting (Previous Year 5%) which shall absorb Rs 45.31 lacs(Previous Year Rs 45.31 lacs).
5. CAPITAL EXPENDITURE INCURRED :
The Company had incurred Rs 977.61 lacs as the capital expenditure during the yearunder review (Previous Year Rs 784.29 lacs).
6. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS :
Shri. A. N. Bhartia (DIN: 00152974) director retires by rotation at this Annual GeneralMeeting and being eligible offered himself for reappointment. The Board of Directors ofthe Company recommended his reappointment. The brief resume of Shri. A. N. Bhartia hasbeen provided in the Corporate Governance Report forming part of this annual report. Therehave not 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 under the provisionsof the Companies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
7. 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.
8. SHARE CAPITAL:
There have not been any changes in the share capital of the Company during the year.
9. STATUTORY AUDITORS :
The Statutory Auditors of the Company M/s. P.C. Baradiya & Co. CharteredAccountants Mumbai and M/s. P.C. Bhandari & Co. Chartered Accountants Akola thejoint statutory auditors of the company hold office until the conclusion of the ensuingAnnual General Meeting of the Company.
The Board of Directors on the recommendation of the Audit Committee has proposed toappoint M/s Amar Bafna & Associates Chartered Accountants Mumbai and M/s Gautam R.Agrawal & Associates Chartered Accountants Akola as joint Statutory Auditors inplace of the retiring auditors. They have furnished the confirmation regarding theireligibility to the effect that their appointment if made would be within the prescribedlimit under the Act and they are not disqualified for appointment.
Shri .T.M Rathi the Cost Accountants carried out the cost audit for applicable businessduring the year. The Board of Directors has re-appointed Shri. T.M. Rathi Cost Accountantas Cost Auditors for the financial year 2016-17.
10. INTERNAL FINANCIAL CONTROLS :
The company has adequate internal financial control system commensurate with the sizeand scale of its operations and the same has been operating effectively. Statutary andinternal Auditors evaluate the efficiency and adequacy of internal control systemaccounting procedures and policies adopted by the Company for efficient conduct of itsbusiness adherence to Companys policies safeguarding of Companys assetsprevention and detention of frauds and errors and timely preparation of reliable financialinformation etc and internal financial control system is being upgraded as per theirrecommendation.
11. COMPANYS POLICY ON SELECTION OF DIRECTORS AND DETERMINING DIRECTORSINDEPENDENCE AND REMUNERATION :
The Company has a Nomination and Remuneration Committee (NRC) and the Composition ofCommittee and the Scope of the Committee are set out in the Corporate Governance Reportforming part of this Annual Report.
The Companys Policy for selection and appointment of Directors and theirremuneration is based on its NRC policy which inter alia deals with the manner ofselection of the Board of Directors and such other matters as provided under section178(3) of the Act and SEBI Listing Regulations.
The shareholders may refer the Companys website for the detailed Nomination &Remuneration Policy of the Company on the appointment and remuneration of Directorsincluding criteria for determining qualifications independence of Director and othermatters provided under sub-section (3) of section 178.
12. AUDITORS REPORT :
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force.
The Auditors Report for the financial year ended 31st March 2016does not contain any qualification reservation or adverse remark.
13. SECRETARIAL AUDIT :
M/s. Martinho Ferrao & Associates Practicing Company Secretary carried outSecretarial Audit for the Financial Year 2015-16 and their report is annexed herewith asAnnexure - C to this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
In terms of Section 204 of the Companies Act 2013 the Board of Directors of theCompany has re-appointed M/s. Martinho Ferrao & Associates Practicing CompanySecretary as Secretarial Auditors to conduct the secretarial audit for the financial year2016-17.
14. EXTRACT OF ANNUAL RETURN :
Extract of Annual Return of the Company in form MGT-9 is annexed herewith as AnnexureD to this report.
15. PUBLIC DEPOSIT :
During the year the Company has not accepted any deposit within the meaning of Section73 and 74 of Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules2014 (including any statutory modification (s) or re- enactment(s) for the time being inforce).
16. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The CSR expenditure incurred by the company during the financial year 2015-16 was Rs25.80 lacs ( Previous Year Rs 25.81 lacs) which was higher than the statutory requirementof 2% of the average profit for the last three years. In accordance to provision ofSection 135 of the Company Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014 the details of the CSR expenditure is annexed to this report asAnnexure- A.
The CSR policy of the company mainly focuses on the welfare & sustainable growthand development of the weaker section of the Society which is in line with thecompanys age old policy of providing necessary financial support for the upliftmentof the poor people as well as welfare of the physically handicapped and deaf and blindcitizens. The CSR policy of the Company has emphasis on undertaking the various activitiesin rural area like Rural development Promoting education Providing healthcare andBuilding the community centers the details of which are available on the Companyswebsite.
17. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to section 134 of the Companies Act 2013 with respect DirectorsResponsibility Statement it is hereby confirmed that:
i. in the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed and there is no materialdepartures from the same;
ii. the directors have 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 i:e31st March 2016 and of the profit and loss of the company for that period;
iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities
iv. the directors have prepared the annual accounts on a going concern basis;
v. the directors have implemented internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
18. MEETING OF BOARD :
Seven 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.
19. RELATED PARTY TRANSACTIONS :
The Company has formulated a Policy on Related Party Transaction (RPT) which isavailable on Companys website. All contracts / transactions as specified in Section188 of the Act entered by the Company with related parties during the financial year werein the ordinary course of business and on an arms length basis with necessary priorapproval of members & audit committee. The Note No. 33 to Financial Statements setsout related party disclosures.
Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on arms length basis Form AOC-2 is not applicable tothe Company.
20. CORPORATE GOVERNANCE :
Pursuant to clause 34 of the listing agreement with the BSE Ltd a separate sectiontitled "Report on Corporate Governance" is being published as a part of thisAnnual Report alongwith the certificate of the auditors confirming the compliance ofconditions of the corporate governance.
Various disclosure as required under section 134 and 135 of the Companies Act 2013 areannexed to this report or covered in the Corporate Governance Report such as relatedparty transaction extract of Annual return constitution of various Board levelcommittees CSR policy and initiative taken during the year remuneration of themanagerial personnel secretarial audit report etc.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
The Management Discussion and Analysis forms an integral part of this report has beenseparately furnished in Annual Report. The Management Discussion and Analysis givesdetails of organization overall industrial economic overview current and future outlookstrength and weakness cautionary statement.
22 RISK MANAGEMENT POLICY :
The Company has got the risk management policy which is in line with applicable lawsand which aims at identifying assessing and mitigating the various risks which areinherent in the business of the Company. The risk management policy helps in enhancing thebusiness values of the Company with code of conduct adequate quality checks and internalcontrols. The risk management policy has been developed and implemented by operative teamsat various levels of management.
23. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED :
During the year company has not made any investment given loans and providesguarantees in pursuant to provision of section 186 of the Companies Act 2013 read withthe Companies (Meetings of Board and its Powers) Rules 2014.
24. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 :
There were no employees whose remuneration was in excess of the limits prescribed underSection 197 (12) of the Companies Act 2013 read with Rules 5 (2) of Companies(Appointment and remuneration of Managerial personnel) Rules 2014.
The ratio of remuneration of each director to the median employees remunerationand other details in accordance with sub-section 12 of the Section 197 of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 form part of this report as Annexure - E.
25. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO :
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Account) Rules 2014 is set out herewith as Annexure - B.
26. ACKNOWLEDGEMENTS :
Your Directors would like to express their appreciation for the support andco-operation received from financial institutions companys bankers governmentauthorities and shareholders during the year under review. The Company wishes to place onrecord their sincere appreciation to all employees for their commitment and continuedcontribution to the Company.
| ||For and on behalf of the Board |
| ||SHASHIKANT C.BHARTIA |
|Place : Mumbai ||Chairman & Managing Director |
|Date : 30th May 2016 ||DIN : 00151358 |