HRB Floriculture Ltd.
|BSE: 531724||Sector: Financials|
|NSE: N.A.||ISIN Code: INE284D01016|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531724||Sector: Financials|
|NSE: N.A.||ISIN Code: INE284D01016|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors take pleasure to present the 21stAnnual Report together withthe Audited Financial Statements of the Company for the financial year ended on 31stMarch 2016.
1. Financial Summary
(Amount in Rs.)
2. Operations and Companys Affairs:
The Company is mainly engaged in the business of agricultural activities and dealing instock market. The financial performance of the Company has been dropped since the lastfinancial year. The highlights of the Companys performance are as under:
The Net Loss after Tax is Rs. (7108913)/- as against profit of Rs.200336 in thelast financial year.
In view of losses incurred during the year your Directors regret their inability torecommend any dividend for the financial year 2015-16.
In view of losses your directors does not propose to transfer any amount to thereserves of the company for the financial year ended 2015-16.
5. Capital Structure
During the financial year 2015-16 there is no change in capital structure of theCompany and paid up share capital of the Company stands at Rs. 22763000/ - (RupeesTwo Crore Twenty Seven Lacs and Sixty Three Thousand). The Company has not issued anyshares / debentures during the year.
6. Material changes and commitments
The information as required under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 relating to material changes and commitments yourdirectors confirm that there are no such material changes and commitments affecting thefinancial position of the company which have occurred between the end of the financialyear of the company to which the financial statements relate and the date of the report.
7. Directors and Key Managerial Personnel
"There is no change occurred in the composition of Board of Directors of thecompany during the financial year 2015-16".
a) Board of Directors
The Board is in a fiduciary position empowered to oversee the management function witha view to ensure its effectiveness and enhancement of stakeholder value. The Board decideson the policies to be implemented across the Company and reviews and monitors itsstrategic direction and annual business plan and business objectives. The Board ofDirectors of the Company consists of eminent persons with considerable professionalexpertise and experience in business and industry finance management and marketing.
Composition and Category
The composition of the Board of Directors with reference to number of Executive andNonExecutive Directors meets with the requirements of Section 149 of the Companies Act2013 and Regulation 17 of the Listing Regulations 2015.
Retire by Rotation
Mr. Puneet Parwal (DIN
The Company has Mrs. Sunita Parwal (DIN:00228289) in the Board of Directors asper the requirement of Section 149 of the Companies Act 2013 read with Rule 3 of TheCompanies Appointment and Qualification of Directors) Rules 2014.
The Company duly complies with the provisions of the Section 149 (4) of the CompaniesAct 2013 and the Listing Regulations 2015.
The tenure of the Independent Directors in the Company is for 5 consecutiveyears commencing from 1st April 2014 to 31st March 2019 notliable to retire by rotation.
The Company has received necessary declaration from eachIndependent Director of the Company viz Mr. Vimal Jugal Kishor Chandak (DIN: 02550154)Mr. Ramesh Kumar Somani (DIN: 05297951) and Mr. Amit Sharda (DIN: 05297954) as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence laid down in Section 149 (6) of the Companies Act 2013.
Following is the composition of the Board of Directors of the Company:
b) No. of Board Meetings
The Board of Directors have duly met 4 (Four) times during the financial year on29.05.201512.08.2015 09.11.2015 and 12.02.2016.The intervening gap between any twomeetings was within the time period and quorum at these meetings were in conformity withthe provisions of the Companies Act 2013 and Securities Exchange Board of India(ListingObligations and Disclosure Requirements) Regulations 2015and the Listing Agreemententered into by the company with the Stock Exchanges.
c) Key Managerial Personnel
The Company duly complies with the provisions of Section 203 read with Rule 8 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of theCompanies Act 2013. Following are the Key Managerial Personnel (KMPs) in thecompany:
8. Committees of the Board
The Companys governance structure is based on the principles of freedom to theexecutive management within a given framework to ensure that the powers vested in theexecutive management are exercised with due care and responsibility so as to meet theexpectation of all the stakeholders. In line with these principles and the Companies Act2013 the Company has formed following three Committees of Directors which are focused onfinancial reporting audit& internal controls compliance issues appointment andremuneration of Directors and Senior Management Employees and the risk managementframework.
-I- Audit Committee
f Nomination and Remuneration Committee
-I- Stakeholders Relationship Committee
i. Broad terms of Reference
The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013 and the Listing Regulations 2015. It inter-aliaincludes the following:
a) the recommendation for appointment remuneration and terms of appointment ofauditors of the company;
b) review and monitor the auditors independence and performance andeffectiveness of audit process;
c) examination of the financial statement and the auditors report thereon;
d) approval or any subsequent modification of transactions of the company with relatedparties;
e) scrutiny of inter-corporate loans and investments;
f) valuation of undertakings or assets of the company wherever it is necessary;
g) evaluation of internal financial controls and risk management systems;
h) Monitoring the end use of funds raised through public offers and related matters.
The Audit Committee comprises of the following members:
i. Mr. Amit Sharda
Chairman/ Non-executive Independent Director
ii. Mr. Vimal Jugal Kishor Chandak Non-executive Independent Director
iii. Mr. Ramesh Kumar Somani
Non-executive Independent Director
iii. Acceptance of Recommendations of Audit Committee
The Board has accepted all the recommendations made by the Audit Committee during theyear under review.
Nomination and Remuneration Committee:
Details and policies attached in point no. 18 of the Board Report.
Stakeholders' Relationship Committee:
As per the provisions of Section 178(5) of the Companies Act 2013 a company whichconsists of more than one thousand shareholders debenture-holders deposit- holders andany other security holders at any time during a financial year shall constitute a"Stakeholders Relationship Committee" consisting of a chairperson who shall be anon-executive director.
Though the Company has less than one thousand shareholders it has voluntarilyconstituted the aforesaid Committee to resolve the grievances of security holders of thecompany (if any).
The Audit Committee comprises of the following members:
I. Mr. Ramesh Kumar Somani
Chairman/Non-executive Independent Director
II. Mr. Amit Sharda
Non-executive Independent Director
III. Mr. Vimal Jugal Kishor Chandak
Non-executive Independent Director
9. Formal Annual Evaluation:
1. Of the Board as a whole: The performance of the Board was evaluated from thereviews/ feedback of the directors themselves. The broad parameters for reviewing theperformance of the Board inter alia contained the following:
i. Development of suitable strategies and business plans at appropriate time and itseffectiveness;
ii. Implementation of robust policies and procedures;
iii. Size structure and expertise of the Board;
iv. Oversight of the Financial Reporting Process including Internal Controls;
v. Willingness to spend time and effort to learn about the Company and its business;and
vi. Awareness about the latest developments in the areas such as corporate governanceframework financial reporting industry and market conditions.
2. Of Individual Director(s):
Evaluation of Managing Director / Whole time Director /Executive Director: Theperformance evaluation of Managing Director Executive Director of the Company was done byall the directors including Independent Directors.
The broad parameters for reviewing the performance were as follows:
Achievement of financial/business targets as prescribed by the Board;
Developing and managing / executing business plans operational plans riskmanagement and financial affairs of the organization;
Display of leadership qualities i.e. correctly anticipating business trendsopportunities and priorities affecting the Companys prosperity and operations;
Development of policies and strategic plans aligned with the vision and missionof Company and which harmoniously balance the needs of shareholders clients employeesand other stakeholders;
Managing relationships with the Board management team regulators bankersindustry representatives and other stakeholders.
S The Code for Independent Directors also provides that Independent Directors shallreview the performance of non-independent Directors which include Managing Director /Whole time Director/ Executive Director.
S In view of this the IDs in their meeting dated 22.02.2016 evaluated theperformance of Non-independent Directors. And expressed their pleasure on commendableperformance with futuristic vision of the non-independent directors.
Evaluation of Independent Directors
The Schedule IV of the Act i.e. "Code for Independent Directors" provides forthe evaluation of Independent Directors.
Under the view of this provision the performance evaluation of IDs was done bythe entire Board of Directors excluding the director being evaluated on the basisof the following criteria and including the parameters of evaluation of individualdirectors:
i. Exercise of objective independent judgment in the best interest of Company;
ii. Ability to contribute to and monitor corporate governance practice; and
iii. Adherence to the Code of Conduct for Independent Directors.
3. Evaluation of the Committees
The performance of the Committees of the Board was evaluated by the Directors on thebasis of the terms of reference of the Committee being evaluated. The broadparameters/criteria for reviewing the performance of all the Committees inter alia were:
i. Discharge of the functions and duties as per the terms of reference;
ii. Process and procedures followed for discharging the functions;
iii. Effectiveness of suggestions and recommendations received;
iv. Size structure and expertise of the Committee; and
v. Conduct of the meetings and procedures followed in this regard.
10. Code of Conduct
The Board has laid down a Code of Conduct for all Board members and senior managementpersonnel of the Company which is available on the following weblink of the company i.e.http://hrb.co.in/code.html .All the Board members and the senior management personnel haveaffirmed compliance with the Code of Conduct during the year ended on 31st March 2016.
11. Equal opportunity to the employees
We are committed to provide a work environment that is free from discrimination andharassment for all our employees. The Company is an equal-opportunity employer and makesemployment decisions based on merit and business needs. The Company prohibits harassmentor discrimination of any kind on the grounds of race religion nationality ethnicorigin color gender age citizenship sexual orientation marital status or anydisability not affecting the functional requirements of the position held.
12. Auditors and Auditors Report
i. Statutory Auditor
At the 19thAGM held on 24th September 2014 M/s B. Khosla &Co. Chartered Accountants Jaipur were appointed as Statutory Auditors of theCompany to hold office till the conclusion of the 22ndAGM to be held in thecalendar year 2017.
In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every annual generalmeeting. Accordingly the appointment of M/s B. Khosla& Co. CharteredAccountants Jaipur as Statutory Auditors of the Company is placed for ratification bythe members for the financial year 2016-17.
In this regard the Company has received letter from them to the effect that theirreappointment if made would be within the prescribed limits under the Section 139 of theCompanies Act 2013 and that they are not disqualified for such re-appointment within themeaning of Section 141 of the Act.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. Further the observations ofthe auditors are selfexplanatory and have been explained/ clarified wherever necessary inappropriate notes to
Accounts. The Auditors Report does not contain any qualification reservation oradverse remark.
ii. Secretarial Auditor
As per Section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every Listed Company is required toappoint Secretarial Auditor to carry out Secretarial Audit of the Company.
In consonance with the requirements of Section 204 of the Companies Act 2013 and therules made thereunder the Board has appointed M/s. V.M. & AssociatesPracticing Company Secretaries Jaipur (FRN:2277) to conduct Secretarial Audit for thefinancial year 2015-16.
The Secretarial Audit Report for the financial year ended 31st March 2016is annexed to this report as "Annexure-1" and it carries followingqualifications:
a) Newspaper Communications for Board Meetings Book Closure and Result declarationswere not published by the Company; and
In respect of above stated qualifications your Directors would like to clarify that:
Due to inadvertence the compliances remained pending.
Though the Company timely intimates BSE Ltd. about the Board Meetings Book Closureand Result declarations and also updates the same on the website of the Company.
The Board of Directors have re-appointed M/s. V.M. & Associates PracticingCompany Secretaries Jaipur (FRN: 2277) to conduct Secretarial Audit for the financialyear 2016-17.
iii. Internal Auditor
As per Section 138 of Companies Act 2013 read with The Companies (Audit and Auditors)Rules 2014 every Listed Company is required to appoint an Internal Auditor or a firm ofInternal Auditors to carry out Internal Audit of the Company.
In consonance with the aforementioned the Board has appointed M/s. C.R. Birla &Co. Chartered Accountants (FRN: 005189C) Jaipur as the Internal Auditors of theCompany for the F.Y. 2015-16.
The Board of Directors have re-appointed M/s. C.R. Birla & Co. CharteredAccountants (FRN: 005189C) Jaipur as Internal Auditor of the Company for the financialyear 2016-17.
13. Contracts and arrangements with related parties
The Company being engaged in the business of agriculture has taken agricultural land onlease from the directors relatives and from one of the director herself. Furtherthe disclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013is in the Form No. AOC-2 annexed to this report as"Annexure 2"
14. Particulars of loans given investments made guarantees given and securitiesprovided by the Company
During the financial year under review there were no loans given neither anyinvestments were made by the Company nor any securities were provided by the Company.
15. Risk Management Policy
The Board has developed and implemented a Risk Management Policy whichensures that all the current and future material risk exposures of the company areidentified assessed quantified appropriately mitigated minimized and managed i.e. toensure adequate systems for risk management.
The various elements of risk which the Directors think that may threaten the existenceof the Company are:
a) Financial Risk: Financial risk generally arises due to instability and lossesin the financial market caused by movements in stock prices currencies interest ratesand more.
b) Liquidity Risk: It is the risk that the Company will be unable to meet itsfinancial commitment to a Bank/Financial Institution in any location any currency at anypoint in time. The risk stemming from the lack of marketability of an investment thatcannot be bought or sold quickly enough to prevent or minimize a loss.
c) Credit Risk: The risk of loss of principal or loss of a financial rewardstemming from a borrower's failure to repay a loan or otherwise meet a contractualobligation.
d) Operational Risk: Operational risk is the risk that is not inherent infinancial systematic or market-wide risk. It is the risk remaining after determiningfinancing and systematic risk and includes risks resulting from breakdowns in internalprocedures people and systems.
The Board of Directors of the company manages monitors the abovesaid and the associatedrisks and risk management plan for the company.
16. Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. The Board had appointed M/s. C.R. Birla & Co. CharteredAccountants Jaipur as the Internal Auditor of the Company for the F.Y. 2015-16 whichdirectly reports to the Audit Committee of the Company.
17. Particulars of employees
a) None of the employees of the company was in receipt of the remuneration exceedingthe limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies(Appointment and Remuneration of Managerial Personnel) of the Companies Act 2013 duringthe year under review.
b) The information in accordance with the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as "Annexure 3"to theBoard's report.
18. Nomination and Remuneration Policy
The Company has formulated Nomination and Remuneration Policy (NR Policy) in accordancewith the requirements of the provisions of Section 178 of the Companies Act 2013 andListing Regulations 2015.
The annexure of the same is attached hereto with this Report at "Annexure-4".
Further the payment of Remuneration to Managing and Whole-time Director during theFinancial Year 2015-16is governed by the prescribed limit mentioned in the Companies Act2013 and further is within the limits set by the Shareholders at the Annual GeneralMeeting.
Details of Remuneration paid to all the Directors for the year ended on March 31st2016 are as under:
The Company does not have any pecuniary relationship with any Non-ExecutiveIndependent Directors.
No sitting fee is paid to any of the Directors of the Company for attendingthe Board Meeting or the Committee meetings.
Mr. Puneet Parwal (WTD & CFO) is being paid for holding office in thecapacity of WTD only in the Company.
19. Whistle Blower Policy and Vigil Mechanism
The Company has formulated Whistleblower Policy/Vigil Mechanism as per the requirementsof the Companies Act 2013 and Listing Regulations 2015 which inter-alia covers themalpractices and events which can take place / or are suspected to take place fraud orsuspected fraud violation of Companys rules negligence causing danger to publichealth and safety misappropriation of monies and other matters or activities on accountof which the interest of the Company is affected.
All Employees and directors of the Company are eligible to make Protected Disclosuresto the Chairman of the Audit Committee Mr. Amit Sharda who has been nominated by theBoard as Ombudsperson for this purpose. No employee was denied access to the AuditCommittee during the year. There is no whistle blower event was reported during the yearand mechanism is functioning well.
The policy on vigil mechanism and whistle blower policy may be accessed on thefollowing weblink of the Companys website at the link: http: //hrb.co.in/code.html .
20. Code of Conduct for Prohibition of Insider Trading
As per SEBI (Prohibition of Insider Trading) Regulations 2015 the Company has adopteda Code of Conduct forProhibition of Insider Trading. All the Directors Designatedpersons employees and other Connected Persons who could have access to the unpublishedprice sensitive information of the Company are governed by this code. The trading windowis closed during the time of declaration of results and occurrence of any material eventsas per the code. The Company has appointed Ms. Tanushree Dave Company Secretary asCompliance Officer who is responsible for setting forth procedures and implementation ofthe code for trading in Companys securities. During the year under review there hasbeen due compliance with the said code.
The Code of Conduct for Prohibition of Insider Trading may be accessed on the followingweblink of the Companys website at the link: http://hrb.co.in/code.html .
21. Extract of the Annual Return
The extract of the Annual Return in Form No. MGT-9 as on financial year ended 31stMarch 2016 pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 is attached hereto with thisReport at "Annexure-5".
22. Particulars with respect of conservation of energy technology absorption foreignexchange earnings and outgo:
The information required under Section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 relating to the conservation of energy and technologyabsorption is given below:
A. Conservation of Energy:
Energy conservation dictates how efficiently a company can conduct its operations. TheCompany has recognised the importance of energy conservation and is aware of thedeleterious effect of the global warming and climate change and thus is making all roundeffort for conservation of energy.
The steps taken or impact on conservation of energy which were carried out on on-goingbasis throughout the year which are as follows:
i. 'Reducing reusing recycling of resources;
ii. Adopting of waste-reduction measures in the business activities;
iii. Staying abreast of environmental issues; and
iv. Promoting awareness on energy conservation on local level etc.
B. Technology Absorption:
These steps taken by the company for utilising alternate sources of energy.
1. Specific areas in which R & D work carried out by the company: TheCompanys R & D activities concentrate on adaptation of new technology andtechniques to suit the climatic and local conditions mainly in the area of theproductivity to improve quality of the produce.
2. Benefit derived as a result of the above R & D: Cost reduction and Improvementin quality.
3. Future plan of action: Continuance of such efforts for improvement in quality andincrease in production.
4. Expenditure on R & D: The expenditure form the part of general overhead of thecompany the precise amount is not quantifiable.
5. Technology absorption adaptation and innovation: Efforts were made towardstechnology absorption adoption and innovation. The company has made efforts to developbetter techniques and better quality of the product.
C. Foreign Exchange Earning and Outgo:
During the year under review the company has expended nothing for foreign exchange. Thecompany has not earned any foreign exchange.
23. Fixed Deposits
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet within the meaning of Section 73 and 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
24. Execution of Revised Listing Agreementas perSecurities and Exchange Board Of India(Listing Obligations and Disclosure Requirements) Regulations 2015
SEBI notified Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 on 02.09.2015 vide Notification No. SEBI/LAD-NRO/GN/2015-16/013. And further SEBI vide Circular No. CIR/CFD/CMD/6/2015 dated13.10.2015 made it mandatory for all listed entities to execute a fresh Listing Agreementwith Stock Exchanges within six months of the date of the notification of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
In consonance of the above said requirements the Board of Directors of the Company intheir meeting held on 12.02.2016 executed Revised Listing Agreement as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with the Bombay Stock Exchangewhere the securities of the Company are listed.
25. Corporate Governance Report
Pursuant to Regulation 15 (2) (a) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 compliance with theprovisions of Regulation 27 is not mandatory in respect of the companies having paid upequity share capital not exceeding Rs.10 crore and net worth not exceeding Rs.25 crore ason the last day of the previous financial year.
Since the Company falls into the ambit of the above mentioned limits compliance withthe provisions of Regulation 27 of the Listing Regulations 2015 is not mandatory for theCompany for the time being and consequently the Compliance Report on Corporate Governanceas stipulated under Schedule V of the Regulationsdoes not form part of this Annual Reportfor the Financial Year 2015-16.
26. Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under the ListingRegulations 2015 forms part of the Annual Report.
27. Disclosure under the sexual harassment of women at workplace (PreventionProhibition and Redressal) Act 2013
The Directors state that the Company has in place an Anti-Sexual Harassment Policy inline with the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16.
No. of Complaints received: NIL
No. of Complaints disposed off: NA
28. Companys Policies
The Company strive to conduct its business and strengthen the relationships in a mannerthat is dignified distinctive and responsible. Thus the Board of Directors have adoptedvarious codes and policies to carry out the duties in an ethical manner. The various codesand policies are as under:
1) Code of Conduct;
2) Code of Conduct for Prohibition of Insider Trading;
3) Whistle Blower Policy and Vigil Mechanism;
4) Risk Management Policy;
5) Related Party Transactions Policy/Revised Related Party Transactions Policy;
6) Nomination and Remuneration Policy;
7) Policy for determining materiality of events/information; and
8) Preservation of Documents &Archival Policy.
Some of the Code & Policies may be accessed on the Companys website at thelink www.hrb.co.in
29. Listing on Stock Exchange(s) and Scrip Code(s)
The equity shares of the Company are listed on the BSE Limited.
30. Payment of listing fees
The Company has paid the listing fees for the year 2016-17 to BSE Limited.
31. Directors Responsibility Statement
Pursuant to the requirement under Section 134(3) (c) of the Companies Act 2013 withrespect to Directors Responsibility statement your directors hereby state andconfirm that:
a) in the preparation of the annual accounts for the financial year ended on 31st March2016 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;
b) the Directors have 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 ended on31stMarch 2016 and of the loss of the Company for the year ended on thatdate;
c) 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;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Board of Directors wishes to place on record its sincere appreciation for duecooperation received from the Companys Bankers Government Advisors Shareholdersetc.
The Directors are also thankful to the employees at all levels for their continuedsupport.