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Hindustan Agrigenetics Ltd.

BSE: 519574 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Hindustan Agrigenetics Ltd. (HINDUSTANAGRIG) - Director Report

Company director report

DIRECTORS

Dear Shareholders,

Your Directors have pleasure in presenting the 23rd Annual Report togetherwith the Audited Statement of Accounts of the Company for the year ended 31stMarch 2013.

a. Financial Results

(Rs Lakhs)
Current Year Previous Year
As on 31.3.2013 As on 31.3.2012
Receipts/Income 13.82 54.66
Profit before Taxes (11.92) 31.20
Less Deferred Tax - 10.65
Profit/ (Loss) after Taxes (11.92) 20.54
Share Capital 440.02 440.02

b. Dividend:

Keeping in view the financial results and status of the company, it is not proposed todeclare any dividend.

c. Public Deposits:

The Company has neither invited nor accepted any deposits from the public within themeaning of Section 58A of the Companies Act, 1956 during the year under review.

d. Directors and Induction of new Directors

During the year under review, there was no change in the composition of the Board ofDirectors of the Company.

Mr. Vinod Malhotra, independent Director retires by rotation and being eligible offershimself for re-appointment.

e. Director’s responsibility statement

In compliance with Section 217(2AA) of the Companies Act; the Directors to the best oftheir knowledge and belief confirm that:

(i) In the preparation of Annual Accounts the applicable accounting standards have beenfollowed and that there are no material departures.

(ii) The directors have selected such accounting policies as mentioned in the Notes toAccounts of the Annual Accounts and applied them consistently and which give a fair andreasonable view of the affairs of the company at the end of the year on 31st March 2013;

(iii)Proper and adequate care has been taken for the maintenance of accounting recordsin accordance with the provisions of the Companies Act of 1956. For safeguarding theassets of the company and for detecting fraud and other irregularities;

(iv) The Annual Accounts have been prepared on a going concern basis.

f. Management Discussion and Analysis

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

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 clause 49 of the Listing Agreement with the Stock exchange is presented in aseparate section forming part of the annual report.

g. Corporate Governance

Your Company is committed to maintain the highest standards of ethics and governance,resulting in enhanced transparency for the benefit of all stakeholders. As per clause 49of the Listing Agreement with the Stock exchanges and the requirements set out by theSecurities and Exchange Board of India’s Corporate Governance Practices, the companyhas implemented all the stipulations prescribed. The Company has adopted a code of conductapplicable to the Board and senior management. The Company fully complies with thegovernance practices as enunciated in the listing agreement.

The report on Corporate Governance as stipulated under clause 49 of the ListingAgreement 9 Annexure-II) forms part of this report. The requisite certificate from M/sVinod Aggarwal & Associates, Company Secretaries, confirming compliance with theconditions of corporate governance as stipulated under the aforesaid clause 49, isattached to this report.

h. Compliance of Accounting standards

As per requirements of the Listing Agreement 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 Statements,Related Party Transactions and Deferred Taxation. The Company has duly adopted all theapplicable Accounting Standards in pursuance to the provisions of the provisions ofSection 211 (3A) of the Companies Act, 1956.

i. Statutory Information under Section 217 of the Companies Act 1956

(i) Particulars of Employees

There are no employees whose income needs to be disclosed as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,1975.

(ii) Energy Conservation

Improvement of methods of energy conservation and optimum utilization of energy in alloperation, continued to receive close attention. Company is always conscious to conserveenergy through improved methods and design. In this regard company has introduced energysaving features in the system and monitors by which users saves the power consumption to aconsiderable extent.

(iii) Foreign Exchange Earnings and Expenditure

During the year, the foreign exchange earnings and expenditure were NIL.

j. Stock Exchange/Compliance of Listing Agreement

The Company is in correspondence with the Bombay Stock Exchange for complying with thevarious requirements in accordance with the Listing Agreement.

k. Secretarial Compliance Report

As per the requirements of Section 383A (1) of the Companies Act, 1956 aSecretarial Compliance Report has been obtained from M/s Vinod Aggarwal & Associates,practicing Company Secretaries, a copy of the same is attached with this report.

l. Auditor’s report and observations

The observations made in the Auditor’s report are self explanatory and do notcontain any reservations, qualifications or adverse remarks and, therefore need no furtherclarifications/explanations as required under Section 217(3) of the Companies Act, 1956.

m. Auditors

The Auditors M/s R.K. Gulati &Associates retire at the conclusion of theforthcoming General Meeting and being eligible, offer themselves for reappointment.

n. 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 has decided to file a suit against theGovernment for better compensation.

o. Acknowledgements

The Board of Directors wishes to express its appreciation of all those who areconnected with the company for their services.

For and Behalf of the Board
Place: New Delhi Pritam Kapur
Date: 02.09.2013 Chairman