Your Directors take pleasure in presenting herewith the Sixth Annual Report togetherwith the Audited Financial statements for the Financial Year ended 31st March 2017.
The Company's financial performance for the year 2016-2017 is summarised below:
(Amount in Rs.)
|PARTICULARS ||31-03-2017 ||31-03-2016 |
|Profit/ (Loss) before interest depreciation ||(38645036) ||6336951 |
|tax and Extra Ordinary Items || || |
|Depreciation/amortization ||258026 ||5511 |
|Finance Costs ||- ||34060 |
|Profit/ (Loss) before tax and Extra Ordinary Items ||(38903062) ||6297380 |
|Less: Provision for taxes on income || || |
|-- Current tax ||- ||1855454 |
|-- Deferred tax liability / (asset) ||80358 ||111554 |
|Profit/(Loss) before Extra Ordinary Items ||(38983420) ||4330372 |
|Extra Ordinary Items (Net of Tax) ||- ||- |
|Profit/ (Loss) for the year ||(38983420) ||4330372 |
PERFORMANCE & OUTLOOK
Your Company's operations for the year ended 31st March 2017 resulted in a net loss ofRs. 389.83 lakhs as compared to profit of Rs. 43.30 lakhs in the previous year 31st March2016 due to uncertain market condition. The Company is in course to manage and control itscost overruns and to review new emerging opportunities for advancement of the Company.
With the focused approach of growing profitable business your directors are hopefulfor the bright future of the company in the years to come.
DIVIDEND & RESERVES
Your Directors do not recommend any dividend for the year ended 31st March 2017.
During the year under review no amount was transferred to Reserves.
The paid up Equity Share Capital of your Company is Rs. 216817710/- (RupeesTwenty-One Crore Sixty-Eight Lakh Seventeen Thousand Seven
Hundred and Ten Only) divided into 21681771 (Two Crore Sixteen Lakh Eighty-One ThousandSeven Hundred and Seventy- One) Equity Shares of the face value of Rs. 10/- (Rupee TenOnly) each.
During the year under review your Company has not invited or accepted any depositsfrom the public under Section 76 of the Companies Act 2013 and the Rules made thereunder. Thus there are no unclaimed deposits as on date.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of Loans Guarantees and Investments covered under section 186 of theCompanies Act 2013 are given in the notes to Financial Statements.
Board's Appreciation to Ms. Madumati Gawade & Mr. Nitin Chaudhary ErstwhileNon-Executive Director of the Company
Your Board wishes to record its appreciation in this report for the services renderedby Ms. Madhumati Gawade & Mr. Nitin Chaudhary during their tenure as the Directorwho resigned from the said position w.e.f. 14th February 2017 & 21st August 2017respectively.
Appointment & Resignation
During the year under review Ms. Madhumati Gawade & Mr. Nitin Chaudhary resignedfrom the position as Non-executive Director of the Company w.e.f. 14th February 2017& 21st August 2017 respectively.
The Board of Directors at their meeting held on 14th February 2017 & 21st August2017 appointed Mrs. Kartikee Yadav (Non-Executive & Non- Independent) & Mr.Narendra Gupta (Non-Executive & Independent) as Additional Director w.e.f. 14thFebruary 2017 & 21st August 2017 respectively. As an Additional Director Mrs.Kartikee Yadav & Mr. Narendra Gupta shall hold office till the commencement of the 6thAnnual General Meeting (AGM). Further necessary resolution for their appointment as theDirectors of the Company is set out in the Notice of the AGM for seeking approval of themembers.
Director retiring by rotation
In accordance with the provisions of the Companies Act 2013 Mr. Krishan KhadariaDirector of the Company who retires by rotation at the ensuing AGM and being eligiblehave offered h i m s e l f f o r r e - a p p o i n t m e n t . T h e B o a r d recommendshis re-appointment.
Information regarding the directors seeking appointment/ re-appointment
The Resume/ Profile and other information regarding the directors seekingappointment/reappointment as required by the Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 & SS-2 of ICSI have beengiven in the Notice convening the 6th AGM of the Company.
Declaration by Independent Directors
The Company has received declaration from the Independent Director of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 in respect of the F.Y. ended 31st March2017.
MEETINGS OF THE BOARD
During the year under review 5 meetings of the Board of Directors were held as requiredunder the Companies Act 2013 & SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The details of number of Board Meetings held form a part of theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
KEY MANEGERIAL PERSONNEL
Key Managerial Personnel's (KMP's) of the Company under Section 203 of the CompaniesAct 2013 are as follows:
|S.No. ||Name ||Designation |
|1 ||Mr. Rakesh Sahewal ||Chief Financial Officer |
|2 ||Mr. Sushil Bajaj ||Manager |
|3 ||Ms. Khushboo V. Zota ||Company Secretary |
The other details pertaining to the remuneration of the KMP's have been provided in theExtract of Annual Report annexed hereto and forming part of this Report.
The primary three committees of the Board are Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. The Committees of theBoard focus on certain specific areas and make informed decisions in line with thedelegated authority.
Details of composition terms of reference number and dates of meetings held forrespective committees and details of the familiarization programme's for IndependentDirectors are given in the Report on Corporate Governance attached to this Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE & BOARDS CONSIDERATION UPON IT:
The Audit Committee generally makes certain recommendation to the Board of Directors ofthe Company during their meetings held to consider the financial results and such othermatters placed before the Audit Committee as per the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 from time to time. During theyear the Board has considered all the recommendations made by the Audit Committee and hascarried on the recommendations suggested by the Committee to its satisfaction. Thus thereare no recommendations unaccepted by the Board during the year under review.
CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES
The prerequisite in terms of Section 135 of the Companies Act 2013 of corporate socialresponsibility does not apply to the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company endeavors to adhere the utmost standards of ethical moral and legalconduct of business operations. In sequence to maintain these standards Company has placeda vigil mechanism called "Whistle Blower Policy" with a view to provide amechanism for Directors and employees of the Company to raise concerns of any violationsof any legal or regulatory requirement incorrect or misrepresentation of any financialstatement and reports etc. The Policy provides adequate safeguards against victimizationof Director(s) / employee(s) and direct access to the Chairman of the Audit Committee inexceptional cases.
Your Company hereby affirms that no Director/ employee have denied accessing theChairman of the Audit Committee and that no complaints were received during the year. Thedetails of the Policy have been posted on the Company's website (www.mukta-agriculture.com)
NOMINATION & REMUNERATION POLICY
The Company has formulated the Nomination & Remuneration Policy in compliance withsection 178(3) of the Companies Act 2013 read along with the applicable rules thereto andPart D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The objective of this policy is to ensure:
?Remuneration is reasonable and sufficient to attract retain and motivate theexcellence to run Company successfully.
?Suitable selection and appointment criteria of Directors KMPs and other SeniorExecutives including criteria for determining qualifications positive attributesindependence of a Director and other related matters.
?Formulation of criteria for evaluation of performance of Independent Directorsand the Board of Directors.
This policy is being governed by the Nomination & Remuneration Committee. Thepolicy governs the criteria for deciding the remuneration for Director & KeyManagerial Personnel. The policy is annexed herewith and marked as "AnnexureVI" and forms part of this Report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/
Your Company has no subsidiaries joint ventures or associate companies for the yearended 31st March 2017.
EMPLOYEE STOCK OPTION SCHEME
Presently the Company does not have a scheme for grant of stock options to itsemployees.
STATUTORY AUDITORS & AUDITOR'S REPORT
M/s. Bansal Bansal & Company Chartered Accountants (Registration No. 100986W) wereappointed as the Statutory Auditors of the Company to hold office from the conclusion ofthe 4th AGM of the Company until the conclusion of the 9th AGM of the Company (subject toratification of their appointment by the members at every AGM). As required under theprovisions of Section 139(1) of the Companies Act 2013 the Company has received awritten consent from M/s. Bansal Bansal & Company Chartered Accountants to theirappointment and a certificate to the effect that their appointment if made would be inaccordance with the Companies Act 2013 and the Rules framed thereunder and that theysatisfy the criteria provided in Section 141 of the Companies Act 2013. The members arerequested to ratify the appointment of the Statutory Auditors at the ensuing AGMnecessary resolution for ratification of appointment is set out in the Notice.
The Auditors' Report on the financial statements of the Company for the year ending31st March 2017 is unmodified i.e. it does not contain any qualification reservation oradverse remark. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report isenclosed with the financial statements forming part of the annual report.
SECRETARIAL AUDITOR & AUDITOR'S REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Shivhari Jalan a Practicing Company Secretary to conduct theSecretarial Audit of the Company for the financial year 2016-2017.
The Secretarial Audit Report for the financial year ended 31st March 2017 is annexedherewith as "Annexure II" and forms part of this report.
The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-
Response to point no. 1:
The criteria of Independence were duly fulfilled at the time of appointment of Mr.Nitin Chaudhary and subsequent to his appointment in another company; the action has beeninitiated for the appointment of new Independent Director.
Response to point no. 2:
The observation itself is self-explanatory thus the management will streamline thesame in future.
Response to point no. 3 4 5 & 6:
The Company files necessary documents with BSE Ltd in conformity with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. However there were few delayscaused in filing the necessary documents with BSE Ltd as the Company was in receipt ofobservations from BSE Ltd after the due date.
INTERNAL CONTROL SYSTEMS
The Company has adequate and robust Internal Control System commensurate with thesize scale and complexity of its operation. The Internal Control System is placed tosafeguard and protect from loss unauthorized use or disposition of its assets. All thetransactions are properly authorized recorded and reported to the Management. InternalAudit is carried out in a programmed way and follow up actions were taken for all auditobservations. Your Company's Statutory Auditors have in their report confirmed theadequacy of the internal control procedures.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
This report covers the operations and financial performance of the Company for the yearended 31st March 2017is annexed herewith and forms part of the Directors' Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act read with the Companies(Management and Administration) Rules 2014 an extract of Annual Return in Form MGT-9 ason 31st March 2017 is set out in "Annexure I" forming part of thisReport.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3)(c) of the Companies Act 2013 yourDirectors to the best of their knowledge and belief and according to the information andexplanations obtained by them hereby confirm:
a) That in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the financial yearended 31st March 2017 and of the loss of the company for the year ended on that date.
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d) That the Directors have prepared the annual accounts on a 'going concern basis';
e) That the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
Particulars of employees as per Rule 5(2) & Rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014
The information as per Rule 5(2) & Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon request. In termsof Section 136 of the Companies Act 2013 the Report and Accounts are being sent to themembers and others entitled thereto excluding the aforesaid details which is availablefor inspection by the members at the Registered Office of the Company during businesshours on working days of the Company up to the date of the ensuing Annual General Meeting.If any one is interested in obtaining a copy there of such members may write to theCompany Secretary in this regard.
Details as required under Section 197 of the Companies Act 2013 read with Rule 5 (1)ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a) the ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year: Not Applicable Since during the yearunder review No sitting fees or remuneration was paid to the Directors of the Company.
b) the percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary or Manager if any in the financial year: During the year under reviewthere was no increase in remuneration of Director Chief Financial Officer CompanySecretary or Manager.
c) the percentage increase in the median remuneration of employees in the financialyear: Not applicable Since there was no increase in remuneration of employees.
d) Number of permanent employees on the rolls of the Company as at 31st March 2017stood at 7 employees.
e) Pecuniary Relationship of Non-Executive Directors vis--vis the Company:
Mr. Krishan Khadaria Non-Executive Director of the Company holds 714564 equity sharesof the Company as on 31st March 2017. The Company has no material pecuniary relationshipor transactions with its Non-Executive & Independent Directors.
f) Average percentile increase made in the salaries of employees other than keymanagerial 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:
During the last financial year the salaries of employees other than KMP's remained thesame thus there was no increment made in the salaries of the employees. There were noother exceptional circumstances for increase in the remuneration of key managerialpersonnel and increase in remuneration has been in accordance with the Company's policies.g) We hereby affirm that the remuneration of employees is as per the remuneration policyof the Company.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 an annual performanceevaluation of the performance of the Board the Directors individually as well as theevaluation of working of the Committees was carried out by the Board. The manner in whichevaluation has been carried out based on the criteria and framework laid down by theNomination & Remuneration Committee.
Evaluation of Board of Director's & Committees
The Independent Directors evaluation was done with main focus on their adherence to theCorporate Governance practices and their efficiency in monitoring the same. They are alsobeing evaluated on various parameters such as active participation in strategic planningparticipation in Board and committee meetings etc.
The performance evaluation of Non-Independent Directors was carried out by the entireBoard of Directors (excluding the Directors being evaluated) and they have expressed theirsatisfaction with the evaluation process which considered their commitment and theexercise of their responsibilities in the best interest of the Company.
In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Company periodically organizes presentation on business andperformance long term strategy initiatives and risks involved in order to familiariseIndependent Directors with the Company's operations. Apart from this every IndependentDirector on being inducted into the Board attends an orientation programme.
The details of familiarisation programme have been posted on the website of the Companyunder the web link: http://www.mukta-agriculture.com/pdfs/Independent_DirectorFamiliarisation_Programme.pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT POLICY OF WOMEN AT WORKPLACE
The Company has in place a Prevention of Sexual
Harassment policy in line with the requirements of the Sexual Harassment of Women atthe Workplace (Prevention Prohibition and Redressal) Act 2013.
An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
Your Directors states that during the year under review there were No Cases filedpertaining to Sexual harassment/ discrimination at work place.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Energy Conservation & Technology Absorption
The Company is not engaged in any manufacturing activity and therefore there are noparticulars to be disclosed under the Act.
Foreign Exchange earnings and outgo
During the year under review there has been no foreign exchange outflow/inflow.
RELATED PARTY TRANSACTION
As required under Regulation 23 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Company has adopted a policy on Related PartyTransactions. The policy is disclosed on the Company's website. The website link for thesame is www.mukta-agriculture.com.
The related party transactions that were entered into during the financial year2016-2017 were at an arm's length basis and in the ordinary course of business.
Prior omnibus approval of the Audit committee is obtained on a yearly basis specifyingthe upper ceiling as to amount for the transactions which are of foreseen and repetitivenature.
The details of related party transactions are set out in the notes of financialstatements.
The Company has always endeavored to adhere to high standards of Corporate Governanceand ensured its compliance both in spirit and law. The Company has complied with theCorporate Governance requirements under the Companies Act 2013 and SEBI (ListingsObligations and Disclosure Requirements) Regulations 2015. A report on CorporateGovernance under Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 is annexed and forms part of this report furthermore acertificate from the Company's Auditors confirming compliance of conditions of CorporateGovernance is annexed herewith and marked as "Annexure V" and forms anintegral part of this Report.
As the members are aware your Company's shares are tradeable in electronics form andthe Company has established connectivity with the Depositories. In view of the advantagesof the Depository System the members are requested to avail the facility ofdematerialization of the Company's shares.
The shares of your Company continued to be listed at BSE Limited. Listing fee hasalready been paid for the financial year 2017-2018.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company i.e. 31st March 2017 andthe date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS
There are no significant/ material orders passed by the Regulators /Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.
The Company supports and pursues the ''Green Initiative'' of the Ministry of CorporateAffairs Government of India. The Company has effected electronic delivery of Notice ofAnnual General Meeting and Annual Report to those Members whose e-mail IDs were registeredwith the Company/ Depository Participants. The Companies Act 2013 and the underlyingrules as well as Regulation 36 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 permit the dissemination offinancial statements and annual report in electronic mode to the Members.
For members who have not registered their email addresses physical copies are sent inthe permitted mode.
Your Directors are thankful to the Members for actively participating in the GreenInitiative and seek your continued support for implementation of the green initiative.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
i) Issue of equity shares with differential rights as to dividend voting or otherwise.
ii) No change in nature of business.
iii) Issue of shares (including sweat equity shares) to employees of the Company.
Your Directors express deep sense of appreciation to the members investors bankersservice providers customers and other business constituents for their continued faithabundant assistance and cooperation extended to the Company. Your Directors would like tomake a special mention of the support extended by the various Departments of Government ofIndia the State Governments particularly the Tax Authorities the Ministry of CommerceMinistry of Corporate Affairs Securities and Exchange Board of India and others and lookforward to their continued support in all future endeavors'.
Your Directors also sincerely appreciate the high degree of professionalism commitmentand dedication displayed by employees at all levels thereby contributing largely to thegrowth and success of the Company.
|By and on behalf of the Board || |
|for Mukta Agriculture Limited || |
|(Formerly known as Pearl Agriculture Limited) || |
|Sd/- ||Sd/- |
|Krishan Khadaria ||Manoj Bhatia |
|Director ||Director |
|DIN: 00219096 ||DIN: 01953191 |
Place : Mumbai
Date : 21st August 2017