Your Directors are pleased to present the 23rd Annual Report together withthe Audited Accounts of your Company for the financial year ended 31st March2017.
| || |
(Rs in Lacs)
| ||YEAR ENDED |
|Sr. No PARTICULARS ||31.03.2017 ||31.03.2016 |
|1. Sales ||16972.56 ||16210.59 |
|2. Profit before Interest & Depreciation ||2951.02 ||2523.20 |
|3. Interest ||965.71 ||623.09 |
|4. Depreciation ||303.04 ||390.48 |
|5. Profit Before Tax & Extra-ordinary items ||1675.34 ||1507.74 |
|6. Tax Provision (Net of Deferred Tax) ||47.10 ||91.00 |
|7. Profit After Tax ||1628.25 ||1416.75 |
|8. Extra-Ordinary Items ||0 ||0 |
|9. Profit available for Appropriation ||1628.25 ||1416.75 |
|10 Balance carried to Balance Sheet ||1628.25 ||1416.75 |
FINANCIAL HIGHLIGHTS AND OPERATIONS
Income from operations during the financial year ended 31st March 2017 wasat Rs 16972.56 Lacs as against Rs 16210.59 Lacs representing an increase of approximately5% over the previous year. Profit after Tax for the year under review amounted to Rs1628.25 Lacs as against Rs 1416.75 Lacs in the previous year representing an increase of14.93 %. The increase in profits during the year under review was on account of enhancedsales improved product mix and operational efficiencies.
RESEARCH & DEVELOPMENT & NEW PRODUCTS
Research and Product Development programs at the NBIL have undergone major scientificupgradation during the last one-decade or so. Advance breeding strategies with novelgenetic resources gene pyramiding with molecular-aided gene tracking systems andextensive testing of genetic stocks breeding lines and hybrids derived thereof aregenerating a range of predetermined designer products.
Consequently our recently launched products in the Farmers' fields or those at thepenultimate stage of Demos or Large-Scale Trials or in Multi-Location Trials representthe new breed and benchmark of hybrid seeds: They are endowed with significant geneticenhancement for yield potential as well as Climate Resilient capability.
NBIL continues to provide substantial financial allocations to further strengthen itsR&D programs. The competitive environment in the area of hybrid seeds is rapidlygrowing worldwide so also in our country as well. It is no longer good enough to offerhigh yielding hybrid varieties to the Indian Farmers. It is now becoming a mandatoryrequirement that such hybrids carry additional built-in value through seed embeddedtechnologies/genes providing durable protection against specific diseases pests andvagaries of nature (floods/drought/heat stress etc.)
Technological up-gradation remains a continual process at the NBIL. In cotton inaddition to stacking GM traits for bollworm protection we are on the constant lookout fornovel germplasm resources for imparting/enhancing resistance/ tolerance against some ofthe notorious sucking pests as also dehydration-stress (drought). Big Boll size (forreduced labor and ease in picking) and excellent re-flushing abilities are the additionalnovelties our new Bt-Cotton products (for Central and South Zone) are almost invariablycarrying.
The year 2016 was a landmark for our R&D in particular.
For the first time ever NBIL conducted an Exclusive Multi-Location Trial of anexceptional range of Bt-cotton hybrids at Sixteen pre-selected rain-fed locations mainlyin the states of Maharashtra Telangana MP and Gujarat. This exclusive trial was strictlyon No Irrigation and No Spray basis. Crop growth and development was entirely dependent onrain and no irrigation nor any external inputs for protection against insect pests.
Some of the test products emerged as the best among Bt-cotton hybrids especially bredfor enhanced tolerance against dehydration stress (drought) as also for high-levelresistance against four major sucking pests of cotton. As expected the results wereremarkable at locations with minimal rainfall. In addition to our own trials StateAgricultural University trial results were equally spectacular if not more.
NBIL's caravan of Science and Technology moves on: Not only in the areas of MolecularBreeding but also in genetic transformation generating our own transgenics even incotton. New two-gene Bt-Cotton transgenic events are getting ready for Event Selection anda Contained Open Field Trial in 2018. Attempts to correct the breakdown of resistanceagainst Pink Bollworm in Bt-cotton are also being addressed through new possibilities ofGenome Editing.
To summarize your company is constantly endeavoring to invest time energy and moneyin Research and Development efforts to create high yield products to benefit the farmingcommunity at large.
Nath Bio-Genes jointly with its sister concern Global Transgenes Ltd. had signedagreement for R & D collaboration and commercialization thereof of Fusion-Bt. Cottontechnology in Philippines. Due processes of trans-boundary regulations in accordance tothe provisions of the Cartgena Protocol have been followed strictly for transfer ofFusion-Bt. Embedded cotton seeds.
PhilFIDA (Fibre Crops Development Authority under Govt of The Philippines) is directlycoordinating with NBIL-GTL of India in view of our track record and scientific competencein pursuing the Fusion-Bt Technology approval process in India.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the management discussion and analysis is provided as a separatesection in this Annual Report.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Companies Act 2013 and rules made thereunderis enclosed.
The Requisite Certificate from the Auditors of the Company Gautam N AssociatesChartered Accountants Aurangabad conforming compliance to the conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to this Report
Given the growth requirements of the business the Directors have not recommended anydividend for the financial year 2016-17.
Your company has not accepted any fixed deposits during the year under review.
The company has a Risk Management Committee which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company'senterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks.
DIRECTORS & KEY MANAGERIAL PERSON
Mrs. Sweta Kagliwal Director retires by rotation and being eligible offers herself forreappointment. Pursuant to Clause 49 of the Listing Agreement Details of Directorsretiring by rotation is provided as part of the Notice of the ensuing Annual GeneralMeeting.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised aPolicy for performance evaluation of Independent Directors Board Committees and otherindividual Directors which include criteria for performance evaluation of thenon-executive directors and executive directors.
At the Annual General Meeting held on July 5th 2014 M/s Gautam NAssociates Chartered Accountants Aurangabad were appointed as the Statutory Auditors ofthe Company to hold office till the conclusion of the Annual General Meeting to be held inthe calendar year 2017.
The Board of Directors of the Company has appointed a professional firm of M/s.Manpreet Khurana & Co. Chartered Accountants to conduct internal audit of the Companyfor the financial year ended 31 March 2018.
INDIAN ACCOUNTING STANDARDS - IFRS CONVERGE STANDARDS
The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hadnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification your Company will adopt Indian Accounting Standards with effect from 01stApril 2017 with the comparatives for the period ending 31st March 2016.Theimplementation of Indian Accounting Standards (IAS) is a major change process for whichthe Company has set up a dedicated team and is providing desired resources for itscompletion within the time frame.
INTERNAL FINANCIAL CONTROLS
The internal financial controls (IFC) framework at Nath Bio-Genes (India) Ltdencompasses internal controls over financial reporting (ICOFR) as well as operationalcontrols that have been put in place across all key business processes of the Company. Theachievement of the Company's business objectives and such controls do enable the Companyto adapt to changing and operating environment to mitigate risks to acceptable levels andto support sound decision making and good governance. Details in respect of adequacy ofinternal financial controls with reference to the financial statements are brieflyiterated below:
a. The Company maintains all its major records in ERP System.
b. The Company has appointed internal auditors to examine the internal controlswhether the workflow of the organization is being done through the approved policies ofthe Company. In every quarter during the approval of financial statements internalauditors present the internal audit report and the management comments on the internalaudit observations; and
c. The Board of Directors of the Company has adopted various policies such as relatedparty transactions policy whistle blower policy policy to determine materialsubsidiaries and such other procedures for ensuring the orderly and efficient conduct ofits business for safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
TRANSACTIONS WITH RELATED PARTIES
Information on transactions with related parties pursuant to section 134(3)(h) of theact read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure IVin Form AOC 2 and the same forms part of this report.
M/s Neha P Agrawal Practising Company Secretary has been appointed as the secretarialAuditor of the Company for the financial year 2017-18 as required under Section 204 of theCompanies Act 2013 and Rules thereunder. The Secretarial Audit Report for the financialyear ended March 31 2017 is annexed herewith marked as Annexure IV to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
COMMITTEES OF THE BOARD
Currently the Board has six committees: The Audit Committee the stakeholders'relationship committee the nomination & remuneration committee the corporate socialresponsibility committee risk Management Committee & whistle blower committee.
A detailed note on the Board and its committees is provided under the CorporateGovernance Report section in this Annual Report. The Composition of the Committees andcompliances as per the applicable provisions of the Act and Rules are as follows:
|Name of the Committee ||Composition of the Committee ||Highlights of Duties responsibilities and activities |
|Audit Committee ||K. G Iyer-Chairman || All recommendations made by the Audit Committee during the year were accepted by the Board. |
| ||Omprakash Sharma Satish Kagliwal || In accordance with the requirements of the Listing Agreement The Company has formulated policies on related party transactions. |
|Stakeholders' Relationship Committee ||K. G Iyer-Chairman || The Committee reviews and ensures redressal of investor grievances. |
| ||Omprakash Sharma Satish Kagliwal || The Committee noted that all the grievances of the investors have been resolved during the year. |
|Nomination and Remuneration Committee ||K.G Iyer-Chairperson || To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration for the Directors key managerial personnel and other employees. |
| ||Omprakash Sharma Nandkishor Kagiwal || To carry out evaluation of every Director's performance. |
|Corporate Social Responsibility Committee ||Nandkishor Kagliwal- Chairperson || ?The Board has laid out the Company's policy on CSR and the CSR activities of the Company are carried out as per instructions of the committee. |
| ||Omprakash Sharma K. G. Iyer || The Financial Data pertaining to the Company's CSR activites for |
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 12 14 15 and 19 to the standalone financial statement).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act 2013 the Boardof Directors hereby confirms that
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.
ii. It has in the selection of the accounting policies consulted the StatutoryAuditors and has applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2017 and of the profits of the company for thatperiod.
iii. It has taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities to the best ofits knowledge and ability. There are however inherent limitations which should berecognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operationefficiently.
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure V to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VI to thisReport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to
All the insurable interest of the company including Inventories Buildings Machineryetc is adequately insured.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the financial year were in theordinary course of the business of the Bank and were on arm's length basis. There were nomaterially significant related party transactions entered by the Bank with PromotersDirectors Key Managerial Personnel or other persons which may have a potential conflictwith the interest of the Bank. All Related Party Transactions are placed before the AuditCommittee for approval. Prior omnibus approval for normal banking transactions is alsoobtained from the Audit Committee for the related party transactions which are ofrepetitive nature as well as for the normal banking transactions which cannot be foreseenand accordingly the required disclosures are made to the Committee on quarterly basis interms of the approval of the Committee.
The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorsis uploaded on the website of the Bank and the link for the same ishttps://www.yesbank.in/ investor-relations/corporategovernance.html.
Since all related party transactions entered into by the Bank were in the ordinarycourse of business and were on an arm's length basis form AOC-2 is not applicable to theBank.
The employees of NATH BIOGENES (INDIA) LIMITED continue to work with great dedicationand commitment. The Board desires to place on record its appreciation to all the employeesof the company during the year under review.
The Board also acknowledges the support given by Banks Financial Institutions andGovernment Authorities.
| ||For and on behalf of the Board of Directors || |
|30th May 2017 || || |
|Registered Office: || || |
|Nath House || || |
|Nath Road ||Chairman ||Managing Director |
|Aurangabad-431005 ||Nandkishor Kagliwal ||Satish Kagliwal |
| ||DIN: 01691691 ||DIN: 00119601 |