To the Members
Your Directors are pleasured to present the 40th Annual Report of thecompany together with Audited Statements of Accounts for the year ended March 31 2016.
|Particulars ||2015-16 ||2014-15 |
|Total Revenue ||3277386 ||5080021 |
|Profit/Loss before Depreciation & Tax ||1463819 ||3898533 |
|Depreciations ||261 ||-- |
|Profit/Loss before Exceptional Item ||1463558 ||3898533 |
|Exceptional Item ||-- ||(9283891) |
|Profit/Loss before taxation ||1463558 ||(5385358) |
|Corporate Tax ||465200 ||-- |
|Profit/Loss after Tax ||998358 ||(5385358) |
|Balance carried to Balance sheet ||(5411576) ||(6409934) |
|Basic EPS ||0.17 ||(0.93) |
REVIEW OF OPERATIONS
During the year under review your company has registered profit during the year ended31st March 2016 amounted to Rs. 998358 as compared to loss amounted to Rs.5385358 during the previous year. Looking to the current and accumulated losses of pastyears your Director has not recommended any dividend for the financial year 2015-2016.
TRANSFER TO RESERVES
In view of the written off accumulated losses in the financial year no amount isproposed to be transferred to the General Reserve.
MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY
No material changes have occurred and commitments made affecting the financialposition of the company between the end of the financial year of the company and the dateof this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no order passed by any regulator or court or tribunal against the companyimpacting the going concern concept or future operations of the company.
ADEQUACY OF INTERNAL CONTROL SYSTEM
The Company has adequate internal control systems and procedures designed toeffectively control the operations. The internal control systems are designed to ensurethat the financial and other records are reliable for the preparation of financialstatements and for maintaining assets. The Company has well designed Standard OperatingProcedures. Independent Internal Auditors conduct audit covering a wide range ofoperational matters and ensure compliance with specified standards. Planned periodicreviews are carried out by Internal Audit. The findings of Internal Audit are reviewed bythe top management and by the Audit Committee of the Board of Directors.
Based on the deliberations with Statutory Auditors to ascertain their views on thefinancial statements including the Financial Reporting System and Compliance to AccountingPolicies and Procedures the Audit Committee was satisfied with the adequacy andeffectiveness of the Internal Controls and Systems followed by the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
On the recommendation of Nomination and Remuneration Committee the Board appointedMiss. Punam Zha as an Additional Director of the company with effect from May 10 2016who shall hold office up to the Annual General Meeting and is eligible for appointment asan Independent Director (Non Executive Woman Director) as provided under the Articles ofAssociation of the Company. The Company has received notice under Section 160 of theCompanies Act 2013 from a member signifying his intention to propose the candidature ofMiss. Punam Zha for the office of Director. The office of Miss. Punam Zha as anIndependent Director will expire on 9th May 2021.
Miss. Aarti Salve who was appointed as the Independent Director of the company onMarch 28 2015 has resigned from the Board on March 11 2016. The Board of Directorsrecords their appreciation for the services rendered by Miss. Aarti Salve during hertenure.
On the recommendation of Nomination and Remuneration Committee the Board appointed Ms.Ishita Shah as company secretary of the company w.e.f. 1st February 2016.
INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.
Eight meetings of the Board of Directors were held during the year viz. on 30thMay 2015 14th August 2015 6th November 2015 21stJanuary 2016 1st February 2016 13th February 2016 1stMarch 2016 28th March 2016. Agenda papers were circulated to the Directorsin advance for each meeting.
EVALUATION OF THE DIRECTORS AND COMMITTEES
The Board has a formal mechanism for evaluating its performance and as well as that ofits Committees and individual Directors including the Chairman of the Board based on thecriteria laid down by Nomination and Remuneration Committee which included attendancecontribution at the meetings and otherwise independent judgment safeguarding of minorityshareholders interest adherence to Code of Conduct and Business ethics monitoring ofregulatory compliance risk assessment and review of Internal Control Systems etc.
The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. The policy is available on the website of the company www.mpagroindustries.in
STAKEHOLDER RELATIONSHIP AND GRIEVANCE COMMITTEE
The Stakeholder Relationship Committee deals with the matters relating to shareholders'and investors' grievances. Ms. Arati G. Salve Non-Executive Independent Director was theChairman of the Committee. The Board has designated Ms. Ishita Shah Company Secretary asthe Compliance Officer.
During the Financial year ended 31st March 2016 the Committee met 3 times.The composition of the Stakeholder Relationship and Grievance Committee and details oftheir attendance at the meetings are as follows:
|Sr. No. ||Name of the Director ||Position ||Category ||No. of meetings attended |
|1. ||Ms. Arati G. Salve ||Chairman ||Independent Non- Executive Director ||3 |
|2. ||Mr. Yunus R. Memon ||Member ||Executive Director ||2 |
|3. ||Mr. Mohammed Asif A. Memon ||Member ||Member ||3 |
No. of investors' complaints received by the RTA/ Company during the year: NIL No. ofcomplaints not solved to the satisfaction of shareholders during the year: NIL No. ofcomplaints pending as at 31st March 2016: NIL
Prohibition of Insider Trading:
Comprehensive guidelines advising and cautioning the management staff and otherrelevant business associates on the procedure to be followed while dealing with thesecurities of the company have been issued and implemented.
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee comprises of four members which deals with thecriteria for determining qualifications evaluation of performance whether to extend orcontinue the term of appointment of the independent director etc.
During the Financial year ended 31st March 2016 the Committee met 3 times.The composition of the Nomination and Remuneration Committee and details of theirattendance at the meetings are as follows:
|Sr. No. ||Name of the Director ||Position ||Category ||No. of meetings attended |
|1. ||Mr. Abdul Razak Dhanani ||Chairman ||Non-Executive Director ||3 |
|2. ||Mr. Chatur C. Patel ||Member ||Independent Non- Executive Director ||3 |
|3. ||Ms. Arati G. Salve ||Member ||Independent Non- Executive Director ||3 |
|4. ||Mr. Yunus R. Memon ||Member ||Executive Director ||3 |
Terms of reference:
The Nomination and Remuneration Committee assist the Board in overseeing the methodcriteria and quantum of compensation for directors and senior management based on theirperformance and defined assessment criteria. The Committee formulates the criteria forevaluation of the performance of Independent Directors & the Board of Directors;identifying the persons who are qualified to become directors and who may be appointed insenior management and recommend to the Board their appointment and removal. The terms ofthe reference of Nomination and Remuneration Committee covers the areas mentioned underPart D of Schedule II of SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 as well as section 178 of the Companies Act 2013.
Performance evaluation criteria for Independent Directors:
The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of Independent Directors which are as under-
1. Frequency of meetings attended
2. Timeliness of circulating Agenda for meetings and descriptiveness
3. Quality quantity and timeliness of flow of information to the Board
4. Promptness with which Minutes of the meetings are drawn and circulated
5. Opportunity to discuss matters of critical importance before decisions are made
6. Familiarity with the objects operations and other functions of the company
7. Importance given to Internal Audit Reports Management responses and steps towardsimprovement
8. Avoidance of conflict of interest
9. Exercise of fiscal oversight and monitoring financial performance
10. Level of monitoring of Corporate Governance Regulations and compliance
11. Adherence to Code of Conduct and Business ethics by directors individually andcollectively
12. Monitoring of Regulatory compliances and risk assessment
13. Review of Internal Control Systems
14. Performance of the Chairperson of the company including leadership qualities.
15. Performance of the Whole time Director
16. Overall performance of the Board/ Committees.
The Audit Committee comprises four members out of which two are Independent nonexecutive Directors. During the Financial year ended 31st March 2016 theCommittee met 4 times. The composition of the Audit Committee and details of theirattendance at the meetings are as follows:
|Sr. No. ||Name of the Director ||Position ||Category ||No. of meetings attended |
|1. ||Mr. Chatur C. Patel ||Chairman ||Independent Non- Executive Director ||4 |
|2. ||Mr. Abdul Razak Dhanani ||Member ||Non Executive Director ||4 |
|3. ||Ms. Arati G. Salve ||Member ||Independent Non- Executive Director ||4 |
The Company Secretary acts as a Secretary to the Committee.
The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014 and Regulation 18 read with Part C of Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
CODE OF CONDUCT
Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and members of the SeniorManagement of the Company and they have affirmed their compliance with the code of conductas approved and adopted by the Board of Directors. The Code of Conduct is available on theCompany's website www.mpagroindustries.in
PARTICULARS OF EMPLOYEES
The Company has no employees in respect of whom particulars as required under Section197 (12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 201 is required to be disclosed in theDirectors' Report.
LOANS GUARANTEES OR INVESTMENT
Details of investment made and loans advances by the Company have been given in notesto Financial Statement. The Company has not given any guarantee pursuant to the provisionof Section 186 of Companies Act 2013.
There are no outstanding deposits remaining unpaid as on 31st March 2016. The Companyhas not accepted any deposits under Chapter V of the Companies Act 2013 and rules madethere under.
The company does not have any subsidiary within the meaning of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
All related party transactions are in the ordinary course of business and at arm'slength basis which are not material in nature. All related party transactions are withthe approval of the Audit Committee and periodically placed before the Board for review.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished inForm MGT-9 in Annexure "I" of this Report.
M/s Parikh Shah Chotalia & Associates Chartered Accountants Statutory Auditors ofthe Company hold office upto the conclusion of next Annual General Meeting who wereappointed in the last AGM to hold office until the conclusion of ensuring AGM. Yourcompany seeks ratification of the appointment of Statutory Auditors at the ensuing AnnualGeneral Meeting.
The Statutory Auditors' Report to the Shareholders for the Year under review does notcontain any qualification reservation or adverse remark or disclaimer.
Pursuant to provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board has appointed M/s. J. J.Gandhi & Co. Company Secretaries Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year 2015-2016. The Secretarial AuditReport is annexed herewith marked as Annexure "II" to this Report.
The Board has duly reviewed the Secretarial Audit Report and the observations andcomments appearing in the report are self explanatory.
Clarifications on comments by Secretarial Auditor
The company is not carrying out any manufacturingactivity. The Company is having past carried forwarded losses. The Company did not provideany perquisites benefits and facilities except payment nominal remuneration of Rs.15000/- per month. The Company proposes to include the enabling resolution for approvalof shareholders in the forthcoming Annual General Meeting.
The Company will take due care to include the SecretarialAudit Report in the Annual Report of the Company as an Annexure to Boards' Report infuture. The Company will take proper care in future to comply with the requirements ofgiving advertisements of dates of Board meeting s convened to consider unaudited andaudited financial results and also to publish the financial results of the company.
Since the Company did not have qualified CompanySecretary in the past the practicing Company Secretary had filed various forms with theportal of MCA which were not in proper manner and do not reflect the right situation ofthe company. The Management of the Company had taken serious note of the same. The Companybeing dissatisfied with such professional discontinued his services and appointed anotherprofessional. The Company has appointed Company Secretary as compliance officer to lookafter various compliance and to guide the management and to comply with various legalprovisions rules and regulations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The Company is not engaged in manufacturing activities during the year. Thereforethere is no information to submit in respect of conservation of energy and absorption oftechnology.
The Company has no foreign exchange earnings and outgoings during the year.
LISTING OF SHARES
The equity shares of your Company are listed with the Bombay Stock Exchange i.e. BSELtd. Mumbai.
DEMATERIALIZATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid.
Pursuant to Regulation 15 of Chapter IV of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the compliance with the Corporate Governance as specifiedin regulation 27 and Schedule V para C D and E does not apply to our Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) and schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Management Discussion and Analysis Report isannexed to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of subsection (5) of Section 134 of the Companies Act 2013your Directors confirm 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 accounting policies had been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial year on 31stMarch 2016 and of profit and loss of the Company for that period;
c) Proper and sufficient care had been taken for the maintenance of adequate accountingrecords in accordance with the provision of this Act for safeguarding the assets of theCompany ad for preventing and detecting fraud and other irregularities;
d) The annual accounts had been prepared on a going concern basis;
e) Internal financial controls to follow by the Company are duly laid down and thesecontrols are adequate and were operating effectively.
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.
Your Directors acknowledge the continued co-operation and assistance received from thestate and central government authorities and company's bankers customers vendorsinvestors and all other stake holders during the year. Your Directors express theirsincere appreciation and gratitude for the whole hearted contribution made by employees atall level who through their capability and hard work have enable your company attain goodperformance during these difficult times and look forward to their support in future aswell.
IMPORTANT COMMUNICATION TO MEMBERS
The Ministry of Corporate Affairs has taken "Green Initiative in the CorporateGovernance" by allowing paperless compliance by the companies and has issuedcirculars stating that service of notice/documents including Annual Reports can be sent byE-mail to its members. This will also ensure prompt receipt of Communication and avoidloss in postal transit.
To support this green initiative of the Government in full measure members who havenot registered their e-mail addresses so far are requested to register their e-mailaddresses by sending email to firstname.lastname@example.org with subject as "E-mail forGreen Initiative" mentioning their Folio no./Client ID. Members holding shares inelectronic form may register/update their e-mail addresses with the Depository throughtheir concerned Depository Participant(s).
| ||For and on behalf of the Board of Directors |
| ||M. P. Agro Industries Ltd. |
|Place: Bhopal ||YUNUS R. MEMON |
|Date: July 11 2016 ||Director |