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Hindustan Agrigenetics Ltd.

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Hindustan Agrigenetics Ltd. (HINDUSTANAGRIG) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the ANNUAL REPORT on the business andoperations of your Company along with the Audited annual Accounts for the financial yearended on 31st March 2017.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The Financial of the Company as on 31st March 2017 is as under:-

(Amount in Rs)
(Rs Lakhs)
Current Year Previous Year
As on 31.3.2017 As on 31.3.2016
Receipts/Income 22.30 101.40
Profit before Taxes 5.28 87.92
Less Deferred Tax 6.41 21.66
Profit/ (Loss) after Taxes (1.13) 66.26
Share Capital 440.02 440.02

2. TRANSFER TO RESERVES

During the year under review no amount has been transferred to reserves.

3. DIVIDEND

Due to insufficient profits the Board of Directors of your Company does not recommendthe declaration of any Dividend.

4. STATE OF COMPANY'S AFFAIRS

On annual basis revenue from operations for the financial year 2016-17 at Rs. 22.30lakhs was lower over last year (Rs. 101.40 lakhs in 2015-16). Earnings before interesttax depreciation and amortisation is Rs. 5.28 lakhs against Rs.87.92 lakhs in 2015-16.Loss after Tax for the year was Rs. (1.13) lakhs .

5. CHANGE IN THE NATURE OF BUSINESS

During the year the Company continues to engage in the business of Hybrid seedsTissue culture Floriculture and no significant changes have taken place during the yearin the nature of business carried on by the Company.

6. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE

In the opinion of the Board of Directors no material changes and/or commitment havetaken place after the end of the financial year and till the date of Board's presentreport which affect the financial position of the Company.

7. SHARE CAPITAL

During the year no changes have taken place in the Share Capital of the Company.

8. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or an Associate Company. Duringthe year no Company have become or ceased to be a subsidiary joint venture or associateof the Company.

Therefore the provisions relating to performance reports of Subsidiary Joint Ventureor an Associate Company as required under Rule 8(1) of the Companies (Accounts) Rules2014 are not applicable to the Company.

9. ADEQUATE INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2016-17.

10. ORDER OF AUTHORITY

As specified in rule 8 (vii) of Companies (Accounts) Rules 2014 no significant andmaterial orders have been passed by any regulators or courts or tribunals etc which havethe impact on the going concern status and Company's operations in future.

11. INFORMATION UNDER SECTION 197 READ WITH RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION) RULES 2014 WITH RESPECT TO REMUNERATION

As per Section 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 information requiredare given below:

(a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Non executive directors Ratio to median remuneration
MR. VENKATA RAMA CHANDRA RAO SREEKANTAM NA
MR VINOD MALHOTRA NA
MS. PRITI KAPUR NA
MS. CHANDNI KAPUR NA
MR. CHAVERCODE PARAMU RAJENDRAN NA

 

Executive directors Ratio to median remuneration
MR. PRITAM KAPUR NIL

(b) The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
None N.A.

(c) The percentage increase in the median remuneration of employees in the financialyear : NIL

(d) The number of permanent employees on the rolls of Company : None

(e) The explanation on the relationship between average increase in remuneration andcompany performance : NA

(f) Comparison of the remuneration of Key Managerial Personnel against the performanceof the Company :

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 2017 NIL
Revenue 22.30 lakhs
Remuneration of KMPs (as % of revenue) NIL
Profit Before Tax (PBT) 5.28 lakhs
Remuneration of KMP (as % of PBT) NIL

(g) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2017 March 31 2016 % change
Market Capitalisation Rs 440 lacs Rs 440 lacs Nil
Price Earnings ratio (0.03} 1.51 NA

(h) Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31 2017 (Public issue Price) % change
Market Price (BSE) Not quoted 10.00 NA

(i) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NIL

(j) Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

(Pritam Kapur) (NONE) (NONE)
Executive Director and Managing Director Chief Financial Officer Company Secretary
Remuneration in FY 2017 (Rs Lakhs) NIL NA NA
Revenue (Rs Lakhs) 22.30 lakhs
Remuneration as % of Revenue NA NA NA
Profit before tax (PBT) (Rs Lakhs) 5.28 lakhs
Remuneration as % of PBT NA NA NA

(k) The key parameters for any variable component of remuneration availed by thedirectors:

None.

(l) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

None.

(m)Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of theCompany.

The statement containing particulars of employees as required under Section197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

No person employed throughout the financial year was in receipt of remuneration forthat year of Rs. 6000000/- or more nor was any of them employed for a part of thefinancial year was in receipt of remuneration of Rs. 500000/- or more per month duringany part of the year under consideration. Thus the provisions of Rule 5(2) of Companies(Appointment and Remuneration) Rules 2014 are not applicable.

12. DIRECTORS

a. Change in the Directors/ Key Managerial Person

During the year under review there is no change in the composition of the Board ofDirectors and/or any Key Managerial Personnel and no Director and/or Key ManagerialPersonnel was appointed or has resigned during the year.

However after the financial year under review and till the date of this DirectorsReport certain changes as follows have taken place in the Board of Directors of theCompany:

- Mr. CP Rajendran has ceased to be a Director w.e.f. 03.05.2017

- Mrs. Priti Kapur has resigned as Director w.e.f. 02.09.2017

- The Board of Directors in their meeting held on 02.09.2017 had appointed Mr. PranavKapur and Mrs. Mannu Kohli as Additional Directors (Independent Directors)

In pursuance of the provisions of Section 152 of the Act Mr. Sreekantam VenkataRamchandran Rao retires at the forthcoming Annual General Meeting and being eligible offerhimself for reappointment.

In pursuance of the Section 161 read with Section 152 of the Act Mr. Pranav Kapur andMs. Mannu Kohli retires at the forthcoming Annual General Meeting and being eligible offerthemselves for reappointment.

The Board of Directors recommends for the reappointment of the aforesaid Directors atthe forthcoming Annual General Meeting.

The present Composition of the Board of Directors and Key Managerial Personnel is asfollows:

Shri Pritam Kapur Chairman and Managing Director
Shri S. V. R. Rao Director
Shri Vinod Malhotra Director
Ms Chandni Kapur Director
Mr. Pranav Kapur Director
Mrs. Mannu Kohli Director

b. Declaration of Independence

As per the Section 149(7) of the Act the Board of Directors have received aDeclaration of Independence from each of the Independent Director(s) to the effect thathe/she meets the criteria of independence as provided in Section 149(6).

c. Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Regulation 17 of the Securities And Exchange Board Of India(Listing Obligations And Disclosure Requirements) Regulations 2015 ("Regulation17"). The performance of the Board was evaluated by the Board after seeking inputsfrom all the directors on the basis of the criteria such as the Board composition andstructure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee ("NRC") reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Board andcommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the Chairman was alsoevaluated on the key aspects of his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

13. COMMITTEES OF THE BOARD AND VIGIL MECHANISM

The details pertaining to composition of Various Committees as prescribed in theCompanies Act 2013 are included in the Corporate Governance Report which forms part ofthis report.

Vigil Mechanism

The Company has not borrowed money from banks & financial institutions in excess ofRs. 50 Crores. Therefore the Company is not required to establish a Vigil Mechanism inpursuance of Section 177(9) of the Act.

14. NUMBER OF BOARD AND COMMITTEE MEETINGS

During the year under review five meetings of the Board of Directors of the Companywere held. For details on the Board and Committee meetings please refer to the CorporateGovernance report which forms part of this report.

15. STATUTORY AUDITORS

As per Section 139(1) of the Companies Act 2013 a Company is required to appoint anauditor at the Annual General Meeting. During the period under review the existingauditors of the Company M/s R.K. Gulati & Co. Chartered Accountants have resigned assuch after completion of the audit for the year ended 31.03.2017.

In accordance with the Act the Board of Directors in their meeting held on02.09.2017 have appointed M/s Sharma Anand & Co. Chartered Accountants as theStatutory Auditors of the Company subject to the approval of Shareholders. Upon theapproval by the Shareholders his appointment shall be effective from the date of AnnualGeneral Meeting till the conclusion of sixth Annual General Meeting subject toratification by the Shareholder at every meeting.

The Board has received a certificate from the Statutory Auditors in this regard.

The Board of Directors recommends their appointment.

16. AUDITORS' REPORT AND ITS EXPLANATION

The comments made by the Auditors in their report have been duly explained in theattached Notes to Accounts and do not require any further explanation.

17. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

As per the provisions of Section 204 of the Act the Board of Directors of the Companyappointed M/s Vinod Aggarwal & Associates Company Secretaries to conduct theSecretarial audit of the Company for the year 2016-17.

M/s Vinod Aggarwal & Associates Company Secretaries conducted the SecretarialAudit and have submitted their Report to the Board of Directors which is annexed to andforms part and parcel of this report. The comments made by the Auditors in their reportare self explanatory and do not require any further explanation.

The Board of Directors have re-appointed M/s Vinod Aggarwal & Associates CompanySecretaries to conduct the secretarial audit for the year 2017-18.

18. INTERNAL AUDITOR

As per the requirements of Section 138 of the Companies Act 2013 a listed Company isrequired to get an Internal audit conducted and to annex a report thereof along with theReport of the Directors. In pursuance of Section 138 of the Act M/s Hukam Vijay &Company Chartered Accountants practicing at 304 Rohini Complex WA 121 Shakarpur Delhi110 092 have been appointed to conduct the Internal audit for the financial year 2017-18.

19. INTER- CORPORATE LOANS GUARANTEE S AND INVESTMENTS

There were no outstanding loans or investments or guarantees covered under theprovisions of Section 186 of the Act.

20. RELATED PARTY TRANSACTIONS

During the year under review the Company has not entered into any contract orarrangement with any Related Party. Therefore the provisions of Section 134(3)(h) readwith Rule 8 of the Companies (Accounts) Rules 2014 requiring justification entering intosuch contract and arrangement and other details in specified form AOC-2 are notapplicable.

21. PUBLIC DEPOSITS

The Company has neither invited or accepted any Public Deposits as per the provisionsof the Companies Act 2013 during the financial year under review neither any suchdeposits are unpaid or unclaimed during the year. Therefore the provisions of Rule 8(v)and 8(vi) of the Companies (Accounts) Rules 2014 are not applicable.

22. EXTRACT OF ANNUAL RETURN

As per the provisions of Section 92(3) read with Rule 12 of the Companies (Management& Administration) Rules 2014 an extract of the Annual Return of the Company in theprescribed form MGT-9 has been attached to and forms part of this Board's Report.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information and details as per the provisions of Rule 8(3) of the Companies(Accounts) Rules 2014 are as follows:

CONSERVATION OF ENERGY

During the year under review adequate energy conservation measures have been put inplace. The officers of the Company are made aware from time to time the various methodsto conserve energy including the utilizing the alternate sources of energy. No capitalinvestment on energy conversation equipments was made by the Company during the year underreview.

TECHNOLOGY ABSORPTION

The Company is not engaged into the technology dependent business activities. Howeverwherever possible continuous efforts and effective improvements were made during the yearfor technology absorption in respect of the business being carried on by the Company.

The Company has not imported any technology during the last three years and noexpenditure has been incurred on Research & Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign exchange spent : NIL
Foreign exchange earned : NIL

24. CORPORATE SOCIAL RESPONSIBILITY

During the year under review the Company has been outside the purview of CorporateSocial Responsibility because company is suffering loss in year 2016-17.

25. MANAGEMENT DISCUSSION AND ANALYSIS

The Company continues to comply with the various listing requirements of the StockExchanges and has taken steps for applying to the Bombay Stock Exchange for revocation ofits suspension.

The operations of the company remain suspended. However the company is investigatingother avenues for its revival.

The management Discussion and Analysis Report for the year under review as stipulatedunder regulation 17 of the Securities And Exchange Board Of India (Listing Obligations AndDisclosure Requirements) Regulations 2015with the Stock exchange is presented in aseparate section forming part of the annual report.

26. REPORT ON CORPORATE GOVERNANCE

As per the applicable SEBI Regulations and Circulars the Company is not required atpresent to comply with the Corporate Governance provisions.

27. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the Securities And Exchange Board Of India (Listing ObligationsAnd Disclosure Requirements) Regulations 2015 with Stock Exchange and AccountingStandards of The Institute of Chartered Accountants of India your company has made properdisclosures in financial statements in respect of Consolidated Financial StatementsRelated Party Transactions and Deferred Taxation. The Company has duly adopted all theapplicable Accounting Standards in pursuance to the provisions of the Companies Act.

28. FILING OF CASE IN RESPECT OF COMPENSATION FOR ACQUISITION OF GREEN HOUSE BY THEOUTER RING ROAD AUTHORITY

The land of the company situated at Dundgal Hyderabad had been acquired by theGovernment. However the compensation received from the Government in respect to such landwas not fair and adequate. The Board of Directors have filed a suit against the Outer RingRoad Authorities of the Government of erstwhile Andhra Pradesh at the Ranga Reddy Courtsfor improving the compensation given to the company for the losses suffered on account ofthe cost of imported green house standing on the land acquired for the construction of thering road.

29. DIRECTORS' RESPONSIBILITY STATAEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 theDirectors' Responsibility Statement forms part of the Directors' Report. Your Directorsgive hereunder the Statement relating to the Accounts of the Company that:

1) All the applicable Accounting Standards have been followed in the preparation of theaccompanying annual Accounts along with proper explanation relating to materialdepartures;

2) The Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year 31stMarch 2017 and of the Profit or Loss of the Company for the said period;

3) The Directors have 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; and

4) The Directors have prepared the Annual Accounts on a going concern basis.

5) The Directors in the case of a listed company have laid down internal financialControls to be followed by the Company and that such internal financial controls areadequate and are operating effectively.

6) The Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that system were adequate and operating effectively.

30. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to all concerned agencies for theircontinued cooperation extended to the Company.

On behalf of the Board of Directors
For HINDUSTAN AGRIGENETICS LIMITED
Place: New Delhi Pritam Kapur Chairman and Managing Director
Date: 02.09.2017 DIN- 00461538
ADDRESS C-63 SOUTH EXT. PART II NEW
DELHI - 110049
Vinod Malhotra Director
DIN- 06362126
ADDRESS -01/11 WEST PATEL NAGAR NEW
DELHI - 110008