To the Members
Your Directors are pleasured to present the 41st Annual Report of thecompany together with Audited Statements of Accounts for the year ended March 31 2017.
|Particulars ||2016-17 ||2015-16 |
|Total Revenue ||2749098 ||3277386 |
|Profit/Loss before Depreciation & Tax ||(543089) ||1463819 |
|Depreciations ||3056 ||261 |
|Profit/Loss before taxation ||(546145) ||1463558 |
|Corporate Tax ||436000 ||465200 |
|Profit/Loss after Tax ||(982145) ||998358 |
|Balance carried to Balance sheet ||(6393722) ||(5411576) |
|Basic EPS ||(0.17) ||0.17 |
REVIEW OF OPERATIONS
During the year under review your company has registered loss during the year ended 31stMarch 2017 amounted to Rs. 982145 as compared to profit amounted to Rs. 998358during the previous year. Looking to the current and accumulated losses of past yearsyour Director has not recommended any dividend for the financial year 2016-2017.
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
Mr. Abdul Razak Dhanani stepped down as the promoter Director of the company effectiveMarch 2 2017 consequent to his health problems. The Company has appointed Mrs.Rafiqunnisa Merchant as the Non Executive Promoter Director and Mrs. Shamim Sheikh as theNon Executive Director took over as the Chairperson of the Board effective March 2 2017.
On the recommendation of Nomination and Remuneration Committee the Board appointed:
Ms. Alibholi Busra as an Additional Director of the company with effect fromFebruary 10 2017 who shall hold office up to the Annual General Meeting and is eligiblefor appointment as an Independent Director of the company.
Mrs. Rafiqunnisa Merchant as an Additional Director of the company with effectfrom March 2 2017 who shall hold office up to the Annual General Meeting and iseligible for appointment as Non Executive Woman Director in the category of Promoter ofthe Company.
Mrs. Shamim Sheikh as an Additional Director of the company with effect fromMarch 2 2017 who shall hold office up to the Annual General Meeting and is eligible forappointment as Non Executive Director and will took over as the chairperson of the Boardof the Company.
Miss. Punam Zha who was appointed as the Independent Director of the company on May10 2016 has resigned from the Board on December 30 2016. The Board of Directors recordstheir appreciation for the services rendered by her during her tenure.
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.
Nine meetings of the Board of Directors were held during the year viz. on 10thMay 2016 28th May 2016 11th July 2016 2nd August2016 11th November 2016 30th December 2016 10thFebruary 2017 2nd March 2017 17th March 2017. Agenda paperswere circulated to the Directors in 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 Chairperson of the Board based onthe criteria laid down by
Nomination and Remuneration Committee which included attendance contribution at themeetings and otherwise independent judgment safeguarding of minority shareholdersinterest adherence to Code of Conduct and Business ethics monitoring of regulatorycompliance risk assessment and review of Internal Control Systems etc. The suggestionscomments and guidance of all the Directors were Excellent.
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
The Audit Committee comprises three members out of which two are Independent Directors.During the Financial year ended 31st March 2017 the Committee met 4 times on27th May 2016 1st August 2016 11th November 2016 and10th February 2017. The composition of the Audit Committee and details oftheir attendance 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 Director ||4 |
|2. ||Mr. Yunus Memon* ||Member ||Executive Director ||4 |
|3. ||Miss. Punam Zha** ||Member ||Independent Director ||3 |
*Appointed as a member of the Audit Committee effective May 30 2016.
**Ceased to be a member of the Committee effective December 30 2016.
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.
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee comprises of three members who 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 2017 the Committee met twotimes on April 22 2016 and May 26 2016. The composition of the Nomination andRemuneration Committee and details of their attendance at the meetings are as follows:
|Sr. No. ||Name of the Director ||Position ||Category ||No. of meetings attended |
|1. ||Ms. Punam Zha* ||Chairperson ||Independent Director ||2 |
|2. ||Mr. Chatur C. Patel ||Member ||Independent Director ||2 |
|3. ||Mr. Abdul Razak Dhanani ||Member ||Non-Executive Director ||2 |
*Ceased to be a member of the Committee effective December 30 2016.
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.
STAKEHOLDER RELATIONSHIP AND GRIEVANCE COMMITTEE
The Stakeholder Relationship Committee deals with the matters relating to shareholders'and investors' grievances. Abdul Razak Dhanani Non-Executive Director was the Chairman ofthe Committee.
During the Financial year ended 31st March 2017 the Committee met one timeon April 9 2016. The composition of the Stakeholder Relationship and Grievance Committeeand details of their attendance 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 ||1 |
|2. ||Mr. Yunus R. Memon ||Member ||Executive Director ||1 |
|3. ||Mr. Mohammed Asif A. Memon ||Member ||Member ||1 |
No. of investors' complaints received by the RTA/ Company during the year: NIL
No. of complaints not solved to the satisfaction of shareholders during the year: NIL
No. of complaints pending as at 31st March 2017: 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.
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 information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is provided in Annexure III' which isannexed herewith.
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 2017. 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 Auditorsof the Company hold office upto the conclusion of next Annual General Meeting who wereappointed in the last AGM to hold office until the conclusion of the 43rd AGM.Your company seeks ratification of the appointment of Statutory Auditors at the ensuingAnnual General 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 2016-2017. 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 publishes advertisement in Hindi language newspaper and will alsotake proper care in future to comply with the requirements of giving advertisements inEnglish newspaper too for the intimation of date of Board Meeting and unaudited FinancialResults of the company.
The Company has effectively converted shares of all Promoters from physical toDematerialization form except shares of three promoters who are expired. The Company hastaken exemption from the Stock Exchange from compliance with the provisions of Regulation31(2) of the Listing Regulations 2015.
The Company is practicing the best practice as per the secretarial standards andas all the directors are present and available at the office the company takes approval inperson and therefore the draft Board Minutes were not circulated to the Directors. Now onwards the Management of the Company has taken note of the same and started to follow theformal process of circulating the draft Board Minutes to the Directors.
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.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not constituted a Corporate Social Responsibility Committee since theCompany does not meet with any of the three conditions prescribed in Section 135 of theCompanies Act 2013 and the Rules made there under for constitution of a Corporate SocialResponsibility Committee.
LISTING OF SHARES
The equity shares of your Company are listed with the BSE Ltd. (Bombay Stock Exchange)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 herewith marked as Annexure "VI" 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 2017 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 propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems 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: Vadodara ||SHAMIM SHEIKH |
|Date: 12th August 2017 ||Director |