To the Members
OMEGA AG SEEDS PUNJAB LIMITED
Your Directors have pleasure in submitting their 24th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2016
1. FINANCIAL RESULTS
The Companys financial performance for the year under review along with previousyears figures are given hereunder:
| || ||(Amount in INR) |
|Particulars ||As on 31st March 2016 ||As on 31st March 2015 |
|Gross Income ||6829992 ||44566369 |
|Total Expenditure ||6302234 ||43859327 |
|Profit Before Tax ||527758 ||707042 |
|Provision for Taxes / Deferred Tax ||264118 ||225999 |
|Net Profit ||263640 ||481043 |
2. OPERATIONAL HIGHLIGHTS;
During the last year under review our Company Gross revenue from operations hasdecreased to Rs 68.29 Lakhs for the current year as against 445.66 Lakhs in the previousyear recording a decline to only 15.36% and earned Profit before tax (PBT) of Rs.2.63Lakhs. It was due to decrease in net sales during the year. Your directors are sincerelyputting their efforts to rollout suitable growth strategies and initiate right measuresfor putting the company on right track.
3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report
4. CHANGE IN THE NATURE OF BUSINESS IF ANY
No changes in the nature of business has occurred affecting the business of the Companyduring the period under review
No Dividend was declared for the current financial year due to conservation of Profits.
6. TRANSFER TO RESERVES:
The Company has not transferred any amount to the General Reserve out of currentyears profits and the same is in compliance with the applicable provisionsprescribed under the Companies Act 2013.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW U/S 173(1)
During the year Five Board Meetings were convened and held. The intervening gap betweenthe Meetings was in compliance with the Companies Act 2013. The Details of such BoardMeetings are hereunder:
|Sl. No. ||Date of Board meeting ||Board strength ||No. of directors present |
|1 ||29 May 2015 ||7 ||7 |
|2 ||14 Aug 2015 ||7 ||6 |
|3 ||29 Aug 2015 ||7 ||6 |
|4 ||14 Nov 2015 ||7 ||6 |
|5 ||13 Feb 2016 ||7 ||6 |
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board consists of Mr. Nerella Venkata Rama Mohan Rao as Managing Director and Mrs.Leena N Parekh Mr. Rakesh Kumar Jain Mr. Muppavarapu Chowdary and Mr. Veera VenkataSatyanarayana Aakana Mr. Achuta Ramaiah Pavuluri and Mr. Bollina Chandra Subhash actingas directors of the Company.
Mr. Obul reddy Puppala has submitted his resignation letter from the possession ofIndependent Director as well as director of the company and the same was approved by theBoard on 14th November 2015 with effect from 14th November 2015 and Mr. VenkataRaghunadh Nerella has submitted his resignation letter from the Position of Whole timeDirector as well as Director of the company and the same was approved by the Board on 13thFebruary 2016 with effect from 13th February 2016.
The Board of Directors has upon the recommendations of the Nomination and RemunerationCommittee appointed Mr. Achuta Ramaiah Pavuluri and Mr. Bollina Chandra Subhash as anAdditional Directors with effect from 14th November 2015.
Further Mr. Achuta Ramaiah Pavuluri designated as Independent Non executive directorwith effect from 14th November 2015 Mr. Bollina Chandra Subhash appointed as Whole timeDirector cum CFO with effect from 13th February 2016.
During the period under review Mr. Nerella Venkata Rama Mohan Rao retirs by rotationat the forth coming Annual General Meeting and being eligible offer themselves forreappointment.
Your Company has appointed Mr. Nerella Venkata Rama Mohan Rao and Mr. Bollina ChandraSubhash as a Key Managerial Personnel.
According to Section 204 of the Companies Act 2013 read with rule no. 8 of theCompanies (Appointment and Remuneration of Managerial Personal) Rules 2014 your companyis required to appoint a full time company secretary.
The Board of directors of your company has made all efforts to appoint a full timecompany secretary. However due to scarcity of qualified Company Secretaries the Companywas not able to appoint a full time company secretary. Your directors are making effortsto recruit a company secretary.
10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
11. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure- 1 and is attached to this Report.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is engaged in the agriculture seeds trading sector and thereforeconservation of energy technology absorption etc. is nil. Since the Company has not doneany Manufacturing operations during the year under review. However the Company follows apractice of purchase and use of energy efficient electrical and electronic equipment andgadgets in its operations.
There was no foreign exchange inflow or outflow during the year under review.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Board formulated a Risk Management Policy on the recommendations of the AuditCommittee of the Board of Directors. The Policy provides for review of the operations ofthe organization identification of potential threats to the organization estimating thelikelihood of their occurrence and then taking appropriate actions to address the mostlikely threats. The Policy also provides for periodical placement of such a report beforethe Board for its review and to ensure that management controls risk through means of aproperly defined frame work.
In the opinion of the Board risk of fluctuations in raw material prices and changes inGovernment Policies are the elements of risk that may threaten the existence of theCompany.
15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The provisions U/s 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibilities) Rules 2014 are not applicable to the company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions that were entered into during the financial year were on armslength basis and were in the ordinary course of the business. There are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large.
16. DECLARATION OF INDEPENDENT DIRECTORS
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(7) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.
17. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 Clause 49 of the ListingAgreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Nomination & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
According to the provisions of Section 177 of the Companies Act 2013 read with Rule 6and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 Board ofDirectors of your company constituted Audit Committee comprises of three Directors asmembers. Two-thirds of the members of audit committee are Independent directors.
All members of audit committee have the ability to read and understand basic financialstatements i.e. balance sheet profit and loss account and statement of cash flows andone member have accounting or related financial management expertise. The Chairman of theAudit Committee is an independent director.
The Audit Committee met Four times during the year. Further details relating to AuditCommittee are dealt with in Corporate Governance Report forming part of this report.
19. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
20. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and specified employees in the course of day to day businessoperations of the company. The Company believes in "Zero Tolerance" againstbribery corruption and unethical dealings / behaviour in any form and the Board has laiddown certain directives to counter such acts. Such code of conduct has also been placed onthe Companys website.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism Policy to deal with instances of fraud andmismanagement if any. Staying true to our core values of Strength Performance andPassion and in line with our vision of being one of the most respected companies in Indiathe Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The said Policy ensures that strict confidentiality is maintained inrespect of whistle blowers whilst dealing with concerns and also specified that nodiscrimination will be meted out to any person for a genuinely raised concern.
22. SECRETARIAL AUDIT REPORT
M/s. Korepu Mallesham & Co. Company Secretaries Hyderabad bearing M.No 19161and C.P. No. 8277 were appointed as Auditors for secretarial audit for the year 2015-16under Sec. 204 of the Companies Act 2013 and they have submitted their report.
23. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS
There were no qualifications reservations or adverse remarks made by the Auditors intheir report.
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Nomination and Remuneration Committee comprises three members and two of them areIndependent non executive Directors.
The Managing Director attended the meetings to answer the queries raised by theCommittee members.
Terms of reference in brief as specified by the Board of Directors.
To identify persons who are qualified to become Director and who may beappointed in Senior Management in accordance with the criteria laid down and recommend tothe Board for their appointment and removal and to evaluate performance of each director.
To formulate criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.
To ensure level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully.
To ensure relationship of remuneration to performance is clear and meetsappropriate performance benchmarks
To ensure remuneration to Directors Key Managerial Personnel and SeniorManagement involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals.
The Company has neither accepted nor renewed any deposits during the year under review.
25. STATUTORY AUDITORS
M/s. Mudili Vijaya Krishna & Associates Chartered Accountants Vijayawada wereappointed as Statutory Auditors for a period of five years in the 22nd Annual GeneralMeeting held on 30th September 2014. Their continuance of appointment and payment ofremuneration are to be confirmed and approved in the ensuing Annual General Meeting. TheCompany has received a certificate from the above Auditors to the effect that if they arereappointed it would be in accordance with the provisions of Section 141 of the CompaniesAct 2013.
a) Buy Back Of Securities
Your Company has not bought back any of its securities during the year under review.
b) Sweat Equity
Your Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
Your Company has not provided any Stock Option Scheme to the employees.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSED) ACT 2013
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
28. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operation in future.
29. STATEMENT ON EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Company is having Nomination and Remuneration Policy formulated by Nomination andRemuneration Committee and approved by the Board of Directors under Section 178 of theCompanies Act 2013. The Policy contains criteria for evaluation of the Board of its ownperformance during the year and that of its Committees and Individual Directors.
In accordance with the criteria for evaluation contained in the policy of the Companythe Board of Directors carried out evaluation of its own performance during the year andthat of its three Committees Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee. The performance evaluation of the IndividualDirectors was also carried out as per the evaluation criteria contained in the policy.
Your Directors place on record their sincere thanks to bankers consultants and variousGovernment Authorities for their continued support extended to your Companysactivities during the year under review.
| ||By Order of the Board || |
| ||For Omega AG Seeds (Punjab) Limited || |
| ||Sd/- ||Sd/- |
|Place : Hyderabad ||[N.V.R. MOHAN RAO] ||[B Chandra Subhash] |
|Date : 13 August 2016 ||Managing Director ||Director & CFO |
| ||DIN: 00830116 ||DIN: 06749633 |