Your Directors hereby present their Twenty Eighth Annual Report of the Company togetherwith the Audited Accounts for the financial year ended 31" March 2017.
The performance of the Company for the Financial Year ended 31" March 2017 is asunder:
| || ||(Rupees in Lakhs) |
|Particulars ||2016-17 ||2015-16 |
|Turnover ||202.6 ||5.00 |
|Manufacturing Administrative and selling Expenditure ||134.S ||10.8 |
|Depreciation ||8.58 ||9.62 |
|Profit/Loss before Taxation before non-recurring /Extra Ordinary items ||59.2 ||(15.50) |
|Provisions for Taxation ||- ||- |
|Profit/Loss after Taxation before non- recurring/Extra Ordinary items ||59.2 ||(15.50) |
|Prior Period Adjustments ||- ||- |
|Profit/Loss after Taxation and non- recurring/Extraordinary items ||59.2 ||(15.50) |
Review of Operations and State of Company's Affairs:
During the financial year under review the Company achieved revenue of Rs. 202.6 Lakhsas against Rs. 5.00 Lakhs in the previous year thereby registering a growth of 4052 %.The net profit for the year March 31 2017 increased from Rs. -15.50 Lakhs to Rs. 59.20Lakhs showing a growth of 382%.
The future prospects of the Company and industry outlook are given in the ManagementDiscussion and analysis report.
Transfer of Amount to Reserves:
The Company does not propose to transfer any amount to General Reserves for thefinancial year ended 31" March 2017.
Your Directors express their inability to recommend any dividend for the year underreview due to insufficient disposable income.
There is no change in the share capital of the Company during the year 2016-17 Changein the nature of business:
There is no change in the nature of business of the Company.
Subsidiary Companies and Consolidation of Financial Statements:
There are no subsidiary companies Indian Accounting Standards -IndAs:
The Ministry of Corporate Affairs vide its notification dated 16th February2015 has notified the Companies (Indian Accounting Standards) Rules 2015. In pursuance ofthe said notification the Company will adopt Indian Accounting Standards with effect from01st April 2017. The implementation of Indian Accounting Standards (IndAS) is a majorchange process for which the Company has set up a dedicated team and is providing desiredresources for its completion within the time frame.
Pursuant to Sub-regulation (2) of regulation 15 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the provisions of Corporate Governance asspecified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are not applicable to your Company. Hence the Company has not given the Report onCorporate Governance in the Annual Report.
Disclosure under Schedule V of the SEBI (LODR) Regulations 2015:
a. Related Party Disclosures:
The Company has not entered any related party transactions during the year 2016-17 asrequired to be disclosed
b. Management Discussion and Analysis Report:
Pursuant to Sub-regulation (2) of regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the management discussion and analysis Reportis given as Annexure-I to the report
c. Disclosures with respect to demat suspense account/unclaimed suspense account:
The Company does not have any equity shares in suspense account
Extracts of Annual Return:
The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - U to this Report.
1. Director(s) to retire by rotation:
Dr. K.V.L.N. Raju (DIN: 00116664) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
2. Changes in Directorship
During the year under review there were no changes m directors of the Company. TheBoard of directors at their meeting held on 29.08.2017 re-appointed Dr K.V.L.N. Raju asManaging director of the Company for further period of 5 (Five) years effect from 03riSeptember .2017 subject to approval of the shareholders in the ensuing annual generalmeeting of the Company for the year 2016-17
3. Independent Directors:
In terms of Sections 149152 read with Schedules IV and all other applicable provisionsof the Act and the Companies (Appointment and Qualification of Directors) Rules 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) the Independent Director can hold office for a term of up to five (5) consecutiveyears on the Board of Directors of the Company and will not be liable to retire byrotation.
All the Independent Directors have given declaration that they meet the criteria ofindependence laid down under Section 149(6) of the Act read with Regulation 16(b) ofListing Regulations.
4. Evaluation of performance of the Board of Directors:
Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout the evaluation of its own performance and Committees of the Board the performances ofDirectors individually the Executive Director the Chairman of the Board etc. Variousparameters as recommended in the guidance note issued by the Institute of CompanySecretaries of India were considered for evaluation and after receiving the inputs fromthe Directors the performance evaluation exercise was carried out. The parameters includeintegrity credibility expertise and trustworthiness of Directors Board" smonitoring of various compliances lying down and effective implementation of variouspolicies level of engagement and contribution of the Directors safeguarding the interestof all stakeholders etc. The performance evaluation of the Board as a whole was carriedout by the Independent Directors. The performance evaluation of each Independent Directorwas carried out by the Board. The Directors expressed their satisfaction with theevaluation process.
5. Familiarization Programme for the Independent Directors:
In compliance with the requirement of Listing Regulations the Company has put in placea familiarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates business model etc. The same is available on thewebsite of the Company i.e. http://www.nagaijunaagritechlimited.com. Through theFamiliarization programme the Company apprises the Independent Directors about thebusiness model corporate strategy business plans and operations of the Company. TheseDirectors are also informed about the financial performance annual budgets internalcontrol system statutory compliances etc. They are also familiarized with Company"svision core values ethics and corporate governance practices. At the time of appointmentof Independent Director a formal letter of appointment is given to him which explainshis role responsibility and rights in the Company.
Number of Meetings of the Board:
During the financial year 2016-17 four meetings of Board of Directors were held. Thedates of the meetings were 36th May 2016 31" August 2016 12thNovember 2016 and 11* February 2017.
Particulars of Loans Guarantees or Investments by the Company:
The details of Loans Guarantees and Investments given during the Financial Year endedon 31" March 2017 in terms of the provisions of Section 186 of the Companies Act2013 read with Companies (Meetings of Board and its Powers) Rules 2014.-NIL
Nomination and Remuneration Policy:
Pursuant to Section 178(3) of the Act the Company has adopted a policy on Nominationand Remuneration of Directors Key Managerial Personnel and Senior Management Personnel.The Nomination and Remuneration Committee (NRC) has formulated the criteria fordetermining qualification positive attributes and independence of Directors in terms ofprovisions of Section 178(3) of the Act and Listing Regulations. The details aboutCommittee including the brief description of its terms of reference are given in theCorporate Governance Report.
Statement of Particulars of Appointment and Remuneration of Managerial Personnel:
The Company has not paid any remuneration to Managerial personnel hence disclosures asspecified in sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 were notapplicable
Particulars of Contracts or Arrangements with Related Parties:
The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 and to be prepared in Form No. AOC-2 and to be disclosedpursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014 in this report: NIL.
The Company"s audit committee comprises of the following:
|1. Mr. K. Soma Raju ||Chairman |
|2. N Viswanatha Raju ||Member |
|3. K Ravindra ||Member |
There is no such incidence where Board has not accepted the recommendation of the AuditCommittee
during the year under review.
Directors Responsibility Statement:
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to the
Directors" Responsibility Statement the Board of Directors of the Company herebyconfirms:
The Board of Directors states:
1) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
2) that the Directors had 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 end of thefinancial year and of the profit and loss of the company for that period;
3) that the Directors had 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;
4) That the Directors have prepared the accounts for the financial year ended 31"March 2017 on a "Going Concern" basis.
5) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
1. Statutory Auditors and Audit Reports:
The Board of directors at their meeting held on 29.08.2017 recommended the appointmentof M/s. BRAHMAYYA & CO. Chartered Accountants Adoni (Firm Registration No.000514S)who have confirmed their eligibility to be appointed as Auditors in terms of section 141of the Act read with Rule 4 of the Rules in place of retiring Auditors M/s. Amar &Raju Chartered Accountants Hyderabad (Firm Registration No.000092S) to hold office fora period of five consecutive years from the conclusion of this 29" Annual GeneralMeeting till the conclusion of 34" Annual General Meeting to be held in the calendaryear 2022 (subject to ratification of their appointment by the members of the Company atevery Annual General Meeting held after this Annual General Meeting) in compliance withmandatory rotation of auditors as specified in the section 139 of the Companies Act 2013(Act) read with the Companies (Audit and Auditors) Rules 2014
The Auditors Report does not contain any qualification reservation or adverse remarkfor the year 2016-17
2. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesmade there under the Company has appointed Mr. K.V. Chalama Reddy Practicing CompanySecretary as Secretarial Auditor to undertake the Secretarial Audit of the company for thefinancial year ended on 31st March 2017.
Secretarial Audit Report issued by Practicing Company Secretary in Form MR-3 isenclosed as Annexure- 1H to this Annual Report.
With reference to Qualifications in the report regarding non- compliances in respect ofappointment of Key Managerial Personnel and advertisement of board meeting notices andpublication of quarterly financial results of the Company due to bad financial position ofthe Company the Company could not comply with the same .
Regarding the SCORE authentication the Company has already submitted the necessaryapplication to SEBI and it is in the process of the getting the same
Details in Respect of Adequacy of Internal Financial Controls with Reference to theFinancial Statements:
The Company has appointed Internal Auditors to observe the Internal Controls whetherthe work flows of organization is being done through the approved policies of the Company.Internal Auditors will present to the Audit Committee the Internal Audit Report andManagement Comments on the Internal Audit observations.
The Board of Directors of the Company has adopted Whistle Blower Policy. The WhistleBlower Policy aims for conducting the affairs in a fair and transparent manner by adoptinghighest standards of professionalism honesty integrity and ethical behaviour. Allpermanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehaviour actual or suspected fraud or violation of our Code of Conduct and Ethics. Italso provides for adequate safeguards against the victimization of employees who avail ofthe mechanism and allows direct access to the Chairperson of the audit committee inexceptional cases.
Risk Management Policy:
The Committee had formulated a Risk Management Policy for dealing with different kindsof risks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatthe risk. The Risk management procedure will be reviewed by the Audit Committee and Boardof Directors on a periodical basis at the time of review of Quarterly Financial Results ofthe Company.
Obligation of Company under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding Sexual Harassment. All employees (permanent contractual temporary and trained)are covered under the policy.
The following is a summary of sexual harassment complaints received and disposed offduring each calendar year:
A) No. of Complaints received - NIL
B) No. of Complaints disposed off - NIL
Corporate Social Responsibility (CSR):
Provisions of Section 135 of the Companies Act 2013 regarding the Corporate SocialResponsibility were not applicable to the Company for the year 2016-17
Material Changes and Commitments:
There are no Material Changes and Commitments impacting the going concern status andCompany"s operations in future.
Significant and Material Orders passed by the Regulators or Courts:
During the year the Company has not received any significant and material orderspassed from Regulators or Courts or Tribunals impacting the going concern status and theCompany" s operations in future.
The Company has not invited/accepted any deposits from the public in terms of Section73 of the Companies Act 2013 during the Financial Year 2016-17.
Conservation of Energy and Technology Absorption:
Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure -~IV to thisReport.
Foreign Exchange Earnings and Outgo:
|Foreign Exchange: ||2016-17 ||2015-16 |
|Foreign Exchange Inflow ||12785585 ||- |
|Foreign Exchange Outflow ||62500 ||- |
The company places on record continued support and cooperation extended by the BanksCentral and state government departments Dealers customers suppliers and shareholders.The Company also places on record the deep sense of appreciation for the dedicated effortsand contribution being made by employees at all levels during the year.
| || ||For and on behalf of the Board |
| ||K. Soma Raju ||Dr.KVLNRaju |
|Date: 29.08.2017 ||Director ||Managing Director |
|Place: Hyderabad ||DIN:00018539 ||DIN: 00116664 |
The conservation of energy technology absorption foreign exchange earnings and outgopursuant to provisions of Section 134(3) (m) of the Companies act 2013 read with theCompanies (Accounts) Rules 2014
| ||Current Year ||Previous Year |
|2016-17 ||2015-16 |
|A. Power and Fuel Consumption: |
|a). Purchased: |
|Units (KWH) ||- ||- |
|Total Amount (in Lakhs) ||- ||- |
|Average rate per Unit (Rs.) ||- ||- |
|b). Own Generation:- through Diesel Generator: |
|Units generated(KWH) ||- ||- |
|Total Amount (in Lakhs) ||- ||- |
|Rate per Unit (Rs.) ||- ||- |
|Quantity (MTs) ||- ||- |
|Total Amount (in Lakhs) ||- ||- |
|Average rate per Unit (Rs.) ||. ||. |
|B. Consumption per unit of Production |
|Production Cement (MTs) ||- ||- |
|Electricity (Kwh) ||- ||- |
|Coal (MTs) ||- ||- |
|AMAR & RAJU ||201 KOR Residency |
|CHARTERED ACCOUNTANTS ||8-3-966/16 Road No:3 |
| ||Nagarjuna Nagar Srinagar Colony (PO) |
| ||Hyderabad-500073. |
| ||* 040-23748129 |
| ||E-Mail: email@example.com |