Your Directors hereby present their Thirtieth Annual Report on the business andoperations of the Company and financial statements for the year ended March 312017.
FINANCIAL PERFORMANCE/ OPERATIONS:
| || ||(Rs. In Lacs) |
|Financial Results ||Year ended on 31-Mar-2017 ||Year ended on 31-Mar-2016 |
| Sales Turnover ||11070.40 ||254.42 |
| Other Income ||209.66 ||19.66 |
| Total Income ||11280.06 ||274.08 |
| Profit Before Interest Depreciation and Tax (PBIDT) ||540.43 ||26.96 |
| Interest & Financial Expenses ||124.56 ||37.12 |
| Depreciation ||40.75 ||23.14 |
| Profit /(Loss) Before Tax ||375.12 ||(33.30) |
| Profit /(Loss) After Tax ||375.12 ||(33.30) |
| Profit / (Loss) brought forward ||(2741.47) ||(2708.17) |
| Profit / (Loss) carried forward ||(2366.35) ||(2741.47) |
| || || |
OPERATIONS OF THE COMPANY
Operations of the Agro division of the company are majorly operated from itsmanufacturing unit situated at Village Kolari Tehsil Chimur District Chandrapur. Itconsists of vegetable oil refinery of the 100TPD capacity which was refurbished &upgraded at the beginning of this year. This upgradation enabled the Company to cater theincreasing demand for its well known brand of soyabean oil "AMRUTDHARA" whichwas re-launched in the month of April-2016.
During the year under review the Company generated its highest turnover in recent yearsfor is Agro division by recording a turnover of Rs. 7883.53 Lakhs. Company's registeredbrand of edible oil "AMRUTDHARA" has gained a large market share in the vidarbharegion which resulted in the record turnover of the Agro division. The Company also hasarrangements with Future Group for supply of refined soyabean oil under their brands thisarrangement is also helps the Company to optimize the capacity utilisation and maximizerevenue generation.
The Company has also launched spices of various types under our own brand "CIANSpices". For this Company has entered into agreements with a reputed manufacturer forthe manufacturing of spices on job work basis. CIAN Spices are expected to further boostthe revenue Generation by Agro division of the Company.
The Management of the Company in order to increase the operational efficiency ofcompany's Infra division has acquired Jairam Infraventure Private Limited a company withspecialized business object of manufacturing of aluminum hot rolled sheets & otherallied products. The company has also started infra trading activities which includesimport of metal scraps & selling prospective buyers across India. This would lead tobetter control and specialized management in the Infra division. Management has expected asurge in operations & revenue of the infra division during next year.
Healthcare division of the Company had widened its scope & includes personal carehygiene care products & distribution of drug & surgical equipments. The Companyhas earned a handsome trading turnover of Rs. 3134.87 Lakhs.
Company had introduced its own sanitary products under our own brand named"Klaren"& cosmetic products under the brand named "0'iR"and arange of home care products under the brand named "NEU". This will enable thecompany to maintain steady revenue from this division.
CHANGE IN NATURE OF BUSINESS:
During the year under review the Company in its 29th Annual General Meetingheld on 29*1 September 2016 had passed resolution for alteration of MemorandumOf Association to include in addition to its existing business of Soybean extraction andvegetable oil refining Agro Processing Infrastructure business the business of dealingin cosmetic health care products drug and surgical products ayurvedic personal careproducts and toiletries.
As at March 31 2017 the Authorised Share Capital of the Company was Rs.300000000/- divided into 29850000 equity shares of Rs. 10 each and 15000 PreferenceShares of Rs. 100 each. The paid-up Equity Share Capital stood at Rs. 279858950 dividedinto 27985895 shares of Rs. 10 each. The paid-up Preference Share Capital of theCompany is Rs. 500000 divided into 5000 Preference Shares of Rs. 100 each.
During the year under review pursuant to the order of Hon'ble BIFR dated 01.08.2016the Company in its Board meeting held on 28.09.2016has allotted 19905295 fully paid upequity shares by way of conversion of unsecured loans bought in by the Promoters promotergroup & strategic alliance partner. The Company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity shares.
The Hon'ble BIFR in its order dated 24th October 2016 has directed theCompany to redeem the preference shares at the earliest.
For the year ended on 31st March 2017 in the view of the conservation of profits theDirectors regret their inability to recommend any dividend.
TRANSFER TO RESERVES:
The Company has not transferred any amount to the general reserve account during thereporting period.
REVISION OF FINANCIAL STATEMENT
During year under review there has been no revision of financial statement in therelevant financial year.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section188(1)ofthe Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure Bto the Board's report. The Company has proposed requisite resolutions for approval ofmembers at the AGM.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
With respect to Particulars of Energy Conservation Technology Absorption requiredunder the Companies (Accounts) Rules 2014 A separate statement of Particulars of EnergyConservation Technology Absorption and Foreign Exchange Earnings and Outgo as AnnexureCto the Board's report.
DIRECTORS I KEY MANAGERIAL PERSONNEL (KMP): i) CHANGE IN CHAIRPERSON :
Mrs. Gouri Chandrayan was appointed as Chairperson of our company w.e.f. 1st January2017 in place of Mr. Shrawan Parate
ii) DIRECTOR'S APPOINTMENT
Pursuant to the provisions of the section 161 of the Companies Act 2013 Mr. NikhilGadkari (DIN No.: 00234754) has been appointed as an Additional Directors w.e.f. 1stJanuary 2017 and shall hold office only up to the conclusion of this Annual GeneralMeeting. Being eligible the Board recommends his appointment as Managing Director of theCompany in terms of section 196 of the Companies Ad 2013 for a fixed term of 5 years.
Board of Directors of the Company have approved the terms of appointments of Mr. NikhilGadkari vide an Agreement for appointment of Managing Director executed on 1st Day ofJanuary 2017 as the Managing for a fixed period of 5 years from their Date ofappointment on terms and conditions more particularly provided in Agreement forappointment of Managing Director.
iii) DIRECTOR'S RETIRING BY ROTATION :
In terms of Articles of Association of the Company and as per Section 152(6) of theCompanies Ad 2013 provides that 2/3rd of the Board of Directors is considered to beDirectors liable to retire by rotation of which 1/3rd shall retire at every AnnualGeneral Meeting of the Company as per Section 152(6) (e) of the Companies Act 2013 andthe Company shall have an option to re-appoint the retiring Director or appoint someoneelse in his place.
This year Mr Ravindra Boratkar (DIN 00299351) shall retire by rotation and beingeligible offers himself for reappointment at this Annual General Meeting. The Board ofDirectors recommends his re-appointment for consideration of the Shareholders.
The brief resume and other details relating to Mr. Ravindra Boratkar (DIN 00299351) whois proposed to be reappointed as required to be disclosed under Reg. 36 of the SEBI(LODR) Regulation 2015 is incorporated in the annexure to the notice calling 30th AnnualGeneral Meeting of the Company.
iv) KEY MANAGERIAL PERSONNEL:
Pursuant to the Section 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicableprovisions and rules of the Companies Act 2013 the following existing executives of theCompany were designated as the Key Managerial Personnel of the Company by the Board interm of 2(51) of the Companies Act 2013.
Mr. Nikhil Gadkari Managing Director w.e.f. 1st January 2017 Mr. ArvindBakde Whole Time Director (up to 30* June 2017)
Mr. Suneet Pande Chief Executive Officer
Mr. Nitin Bedekar Chief Financial Officer (up to SO1*1 June2017)
Mr. Rohan Deshpande Company Secretary
Mr. Rajendra Zade Chief Financial Officer w.e.f. 7th July 2017
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company have one (1) subsidiary Company namely Jairam Infraventure Private Limited(wholly own subsidiary) which was acquired during the year under review. Businessoperations of Jairam Infraventure Private Limited are expected to commence by the end ofthis financial year.
A separate statement containing the salient features of the financial statements ofsubsidiaries of the Company in form AOC-1 has been disclosed in the Consolidated FinancialStatements.
MANAGEMENT'S DISCUSSION AND ANALYSIS:
In terms of the provisions of Reg. 34 of the SEBI (LODR) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report as Annexure D to theBoard's report.
EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to provisions of Section 134 of the Companies Act 2013 and Regulation 17 ofSEBI (Listing Agreement and Disclosure Requirements) Regulations 2015 read with earlierclause 49 of the Listing Agreement the Nomination and Remuneration Committee laid downthe criteria for evaluating performance of the Board and its Committees. The Boardapproved the criteria laid down by Nomination and Remuneration Committee for evaluatingperformance of the Board. Review of the performance of the Board & its Committees wascarries out by Independent Directors in accordance with the criteria.
DECLARATION BYINDEPENDENT DIRECTORS:
The Independent Directors have confirmed that they meet the criteria of'Independence'as stipulated under Section 149(6) of the Companies Act 2013 and SEBI (ListingAgreementand Disclosure Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state 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.
During the year under review 12 Board Meetings were held and the intervening gapbetween the meetings did not exceed the period prescribed under the Act the details ofwhich are given in the Corporate Governance Report which forms an integral part of thisreport.
MATERIAL EVENTS OCCURRING AFTER END OF FINANCIAL YEAR
a. The Company had applied to BSE Limited for revocation of suspension from trading ofCompany's equity shares. BSE vide their letter dated 5* May 2017 has revoked thesuspension w.e.f. 15th May 2017. Equity shares of the Company currently tradingat a price of Rs. 15.90.
b. The Company in its Board Meeting dated 22nd April 2017 has decided toacquire 100% paid up share capital of Purti Agrotech Limited in order to make it a whollyowned subsidiary of our Company.
c. The tenure of Mr. Arvind Bakde as whole-time Director was pre-concluded on 30mJune 2017.
d. Mr. Shrawan Parate Director of the Company tendered his resignation from the postof Director w.e.f. 30th June 2017.
e. Mr Nitin Bedekar Chief Financial Officer of the Company resigned from the post ofChief Financial Officer w.e.f. 30*'June 2017. Mr. RajendraZade was appointed as ChiefFinancial Officer of the Company w.e.f 7"1 July 2017.
f. The Company has started infra trading by importing metal scrap for trading purposes.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Management continuously reviews the internal control systems and procedures for theefficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. The Company's internal controlsystems with reference to the financial statements are adequate and commensurate with thenature of its business and the size and complexity of its operations and ensure that allits assets are safeguarded and protected against losses. These procedures are designed toensure:
a) that all assets and resources are used efficiently and are adequately protected;
b) that all the internal policies and statutory guidelines are complied with; and
c) the accuracy and timing of financial reports and management information ismaintained.
The Board of Directors of the Company appointed M/s T. P. Dable & Co CharteredAccountants as the Internal Auditor. The Internal Auditor of the Company conducts theaudit on regular basis The checks & controls to prevent detect and correct anyirregularities in the operations have been laid down by the Company. The Audit Committeeperiodically reviews internal audit reports and effectiveness of internal control systems.
The Company was registered as sick industrial Company with Hon'ble BIFR since manyyears. However active steps were undertaken by the management along with our StrategicAlliance Partner for the revival of the Company in past couple of years. The Company fromthe funds bought in by the Strategic Alliance Partner had settled its dues with itssecured creditors and also paid off the outstanding dues of various governmentauthorities.
In the Review Hearing held on July 20 2016 Hon'ble BIFR has approved theMiscellaneous Application filed by the Company and allowed the Conversion of UnsecuredLoans of about Rs. 1990 Lacs infused by the Promoters/ Strategic Alliance Partners intoEquity on Preferential Basis. This also resulted in Company's net-worth turning topositive.
The Company then applied for discharge from BIFR on the basis of net-worth turningpositive and the Hon'ble BIFR in its hearing held on October 242016 approved theCompany's application thereby discharging the Company from BIFR as the Company was nolonger a Sick Industrial Company.
Fixed and Current Assets of the Company are adequately insured.
OUTLOOK FOR NEW SEASON :
The Company encouraged from the response received to its Refined Soybean Oil"AMRUTDHARA" in a short period have now has decided to further expand its rangeof edible oils by launching Refined Groundnut Rice-bran & Sunflower oils underCompany's own brand "AMRUTDHARA". This will enable the Company to expand itsreach in the markets & consolidates its position.
The Company is also looking forward to handsome trading turnover from Healthcare andInfrastructure Division in the financial year 2017-18.
LISTING OF SHARES:
During the year the Shares of the Company continued to be listed on The Bombay StockExchange Limited Mumbai under Scrip Code No. 519477. The Company's trading of security onStock Exchange was suspended due to certain non- compliance. However the Company has nowcomplied with requirements under Listing Agreement and had made application to BSE Limitedfor revocation of suspension on trading of its securities which was revoked w.e.f 15thMay 2017.
The Company has total three Committees namely Audit Committee StakeholdersRelationship cum Share transfer Committee and Nomination and Remuneration Committee. Thedetails of which are given in the Corporate Governance Report which forms an integralpart of this report.
CORPORATE GOVERNANCE CERTIFICATE:
Your Company is committed to achieve the highest standards of Corporate Governance. Aseparate statement on corporate governance is enclosed as a part of the Annual Reportalong with the Auditor's Certificate on its compliance as Annexure E to the Board'sreport.
PARTICULARS OF EMPLOYEES:
Particulars of employees pursuant to Section 197 r.w. Rule 5 of the Companies Act(Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendments theretoare annexed herewith asAnnexureG.
The Company's HR policies and procedures are designed to recruit and retain the besttalent to support the operations of your Company and to align the interest of employeeswith the long term organisational goals.
As part of the focus on human resources development during fiscal 2016-17 due toexpansion of Business Activities of the Company Company has initiate Code of Conduct andEthics for the Employee of the Company key policies that have been adopted by the Company
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL)ACT 2013
Your Company has duly constituted Internal Complaint Committee (ICC) to provideprotection against sexual harassment of woman at workplace and for the prevention andredressal of complaints of sexual harassment and for matters connected therewith orincidental thereto as per the requirements of the Section 4 of The Sexual Harassment ofWoman at Workplace (Prevention Prohibition and Redressal) Act 2013 (No. 14 of 2013). Allwomen employees (permanent contractual temporary and trainee) are covered under thisPolicy.
The following is a summary of Sexual Harassment complaints received and disposed offduring the year:
a) No. of Complaints received: 0
b) No. of Complaints disposed off: 0
EXTRACT OF ANNUAL RETURN :
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT-9 as a part of this Annual Report as "Annexu re F"
CASH FLOW STATEMENT:
The Cash flow statement for the year ended March 312017 is attached to the BalanceSheet.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism/Whistle Blower Policy has been established by the Company to provideappropriate avenues for staff to report concerns about unethical behavior fraud orviolation of the Company's code of conduct or ethics policy.
This mechanism also provides for adequate safeguards against victimization ofDirector(s)/employee(s) who avail of the mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases.
RISK MANAGEMENT POLICY AND REPORT
Your company has taken adequate measures to mitigate various risks impacting theCompany which includes the identification of various risk elements and steps formitigation of the same.
The Company had appointed M/s P. G. Joshi & Company Chartered Accountants in its29th Annual General Meeting held in the year 2016 to hold office upto theconclusion of 34th General Meeting to be held in the year 2021. M/s P. G. Joshi& Company continues to be the Statutory Auditors of the Company of the Company duringthe year under review.
COMMENTS ON THE AUDITORS' REPORT
Emphasis of Matter: With regard to the above Company's comments are as under:
1. The Company's Board of Directors & Bankers had expressed their concern over thenumber of Debtors/Creditors which were outstanding since very long. Further Company'sinternal auditor in their quarterly reports has advised to either settle the accounts withthe respective parties or to write off from the books of accounts at the earliest in orderto reflect true & fair view of the Company's financial statements.
Hence in line with the accounting policy of the Company some of the idle accounts ofDebtors & Creditor which were outstanding for a period of more than 3 years and werenot recoverable / payable and such parties were not traceable despite all reasonableefforts were written off / Written back. Accordingly the Board approved to write off olddebit balances of Rs. 11296017/- and write backold credit balances Rs. 17813381/-.
2. The Company had applied for refunds of VAT and as the VAT assessment of previousyears are not completed the exact details of VAT claims receivables could not beprovided.
COST AUDIT :
As per notification issued by Minister of Corporate Affair (MCA) dated December312014 Cost Audit is not applicable to the Company for the Financial Year 2016-17.
SECRETARIAL AUDIT REPORT
: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. Kaustubh Moghe Practicing Company Secretary Nagpur to undertake theSecretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as"Annexure H" to this report.
INFORMATION TECHNOLOGY :
In line with the overall growth objective and strengthening the infrastructure basethe Company has invested in Information Technology (IT) Resource Planning system forleveraging its business values.
CORPORATE SOCIAL RESPOSIBILITY:
Section 135 of the Companies Act 2013 has imposed Corporate Social Responsibilitymandate on companies having minimum threshold limit of net worth turnover or net profitas prescribed. Since your company does not meet anyone of these criterion it remainsoutside the purview of Sec. 135 and consequently the reporting requirements thereunder donot at present apply to us.
Even though your Company as a responsible corporate citizen has been making significantcontributions towards socio-economic development. Your Company has been undertakingvarious schemes for the promotion of education health-care and Community development etc.
a) Annex-A: Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
b) Annex- B: Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section.
c) Annex- C: Energy Conservation Technology Absorption and Foreign Exchanges Earningsand Outgo.
d) Annex- D: Management Discussion and Analysis Report
e) Annex- E: Report on Corporate Governance.
f) Annex- F: Extract of Annual Return as of 31st March 2017 in the prescribed FormMGT-9.
g) Anne - G: Particulars of Employees pursuant to Section 197 of the Companies Act 2013
h) Annex- H: Secretarial Auditors Report.
The Directors acknowledge with thanks unstinted support and co-operation received fromthe Hon'ble BIFR Stock exchange. Company's Bankers Strategic Alliance Partners Govt ofMaharashtra suppliers customers and shareholders of the Company during the year underreview. We also recognize and appreciate the sincere hard work patience loyalty anddedicated efforts of the employees and look forward to their continued support.
|Place: Nagpur ||For and on behalf of the Board of Directors || |
|Date : August 31 2017 || || |
| ||Nikhil Gadkari ||Arvind Bakde |
| ||Managing Director ||Director |
| ||DIN: 00234754 ||DIN:00192273 |