Parker Agrochem Exports Ltd.
|BSE: 524628||Sector: Others|
|NSE: N.A.||ISIN Code: INE750B01010|
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Parker Agrochem Exports Ltd. (PARKERAGROCHEM) - Director Report
Company director report
PARKER AGROCHEM EXPORTS LIMITED
Your Directors take pleasure in presenting the TWENTY FOURTH Annual Report of theCompany together with the Audited Accounts for the financial year ended on 31stMarch 2017.
The brief financial results are as under:
(' in lacs)
During the year under report the Company continued to carry on the business of rentingof storage tank. The Company continue to explore opportunities for trading in commoditiessuch as various agriculture commodities metals and also in gold and silver.
The turnover of the Company for the year 2016-17 has substantially decreased from '9743.98 Lacs to ' 1036.99 Lacs as compared to previous year mainly due to the fact thatthere was no trading of commodities. Due to this profit before Depreciation and Taxdecreased to ' 56.07 Lacs as compared to profit of ' 69.55 lacs in the last year.
After charging Depreciation the Company has made profit before tax and extra ordinaryitems of ' 10.26 Lacs as compared to profit of ' 25.99 Lacs in the last year. Afterproviding for Taxation (mainly deferred tax liability) the Company has made profit of '7.46 Lacs as compared to profit of ' 16.20 Lacs which has been transferred to BalanceSheet. Thus during the year under report the profit of the Company has decreased due tolower realisation for the storage tank. However the Company is hopeful to increase theprofitability in the time to come.
SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:
The Company does not have any Subsidiary Company or Joint Venture Company or AssociateCompany.
MATERIAL CHANGES AND COMMITMENT:
During the year there were no material changes and commitments affecting the financialposition of the Company which have occurred between the end of financial year of theCompany to which the financial statements relate and the date of the report.
REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:
During the year the financial statement or report was not revised. Hence furtherdetails are not applicable.
In order to conserve resources your Directors express their inability to declare anydividend.
TRANSFER TO RESERVE:
Your Directors find it prudent to transfer a sum of ' 7.46 Lacs to General Reserve outof profits of the current year.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Sukhdevbhai R.Acharya (DIN: 01318814) Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself to be re-appointed as Director ofthe Company. The Board recommends the re-appointment of Mr. Sukhdevbhai R. Acharya (DIN:01318814) as Director of the Company liable to retire by rotation.
The Board of Directors in their meeting held on 10th February 2017re-appointed Mr. Sukhdevbhai R. Acharya (DIN: 01318814) as Chairperson and ManagingDirector and Mrs. Shilpaben S. Acharya (DIN: 01947859) as Whole Time Director of theCompany for a period of 3 years w.e.f. 1st June 2016.
All the existing independent Directors of the Company are proposed to be re-appointedfor the period of 5 years under section 149 of the Companies Act 2013 read withapplicable regulations of SEBI (LODR) Regulations 2015.
During the year Mr. Sunil A. Mulchandani ceased to be Company Secretary of the Companyw.e.f. 18th October 2016 and Ms. Swetal C. Pandya was appointed as CompanySecretary and Compliance Officer of the Company w.e.f. 15th April 2017.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed:
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 or 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 had prepared the annual accounts on a going concern basis; and
5. that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 and Regulation 34(3) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit and Nomination & Remuneration Committees based on the criteria and frameworkadopted by the Board.
NUMBER OF MEETINGS OF BOARD:
The Board of Directors duly met 4 (Four) times.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary Declaration from each Independent Director/s undersection 149(7) of the Companies Act 2013 that they meets the criteria of Independencelaid down in section 149(6) of the Companies Act 2013.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEESTOCK OPTION SCHEME:
During the year the Company has not issued any equity shares with differential votingrights or sweat equity shares or shares under employee stock option scheme. Hencedisclosure regarding the same is not given.
M/s. Wadhawan & Co. Chartered Accountants the existing auditors of the Companywere appointed as auditors of the Company at the 21st AGM for holding theoffice from the conclusion of that 21st AGM till the conclusion of the 26thAGM (Subject to ratification by the members at every subsequent Annual General Meetings).
As per Section 139(1) every Company shall at the first annual general meeting appointan individual or a firm as an auditor who shall hold office from the conclusion of thatmeeting till the conclusion of its sixth annual general meeting and thereafter till theconclusion of every sixth meeting and the manner and procedure of selection of auditors bythe members of the Company at such meeting shall be such as may be prescribed.
It is further provided that the Company shall place the matter relating to suchappointment for ratification by members at every annual general meeting. Hence the membersare requested to consider the matter of ratification of appointment of Auditors made andalso to fix their remuneration.
AUDITORS' REPORT AND NOTES ON FINANCIAL STATEMENTS:
The Board has duly reviewed the Statutory Auditor's Report on the Financial Statements.The observations comments and notes of Auditor are self explanatory and do not call forany further explanation /clarification.
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 M/s. Manoj Hurkat & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure-1".
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment measures in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. During the year there were no complaints received under thesaid act.
The Audit Committee consists of the following Directors:
NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee consists of the following Directors:
The Company has a vigil mechanism for its directors and employees to deal withinstance of fraud/ mismanagement if any and to report concerns about unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The details of the policy posted on the website of the Company.
CODE OF BUSINESS CONDUCT AND ETHICS:
The Company has laid down a Code of Conduct (COC) which is applicable to all the Boardmembers and Senior Management of the Company. The COC is available on the website of theCompany www.parkeragrochem.com . All the membersof the Board and Senior Management have affirmed compliance with the Code.
RISK MANAGEMENT POLICY/PLAN:
It may pleased be noted that as per the applicable requirement of Companies Act 2013 arisk management policy/plan of the Company is developed and implemented for creating andprotecting the Shareholder's value by minimizing threats or losses and to identify andProvide a framework that enables future activities of a Company to take place in aconsistent and controlled manner.
ANALYSIS OF REMUNERATION:
The details of remuneration paid to Directors and Key Managerial Personnel are given inextract of Annual Return attached with this report.
Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013read with Companies (appointment and Remuneration of managerial personnel) Rules 2014 aregiven as follows:
PARTICULARS OF EMPLOYEES:
The statement showing the names of the top ten employees in terms of remuneration drawnis given as Annexure - 2.
There are no employees of the Company drawing remuneration requiring disclosure ofinformation under Section 134 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
DETAILS OF THE REMUNERATION TO MANAGING DIRECTOR/WHOLE-TIME DIRECTOR (AS PER CLAUSE-IVOF SECTION-II OF PART-II OF SCHEDULE V):
(i) all elements of the remuneration package such as salary benefits bonuses stockoptions and pension:
The details are given in clause- VI(A) of MGT-9 attached to this report as Annexure -3.
(ii) details of fixed component and performance-linked incentives along with theperformance criteria:
The details are given in clause- VI(A) of MGT-9 attached to this report as Annexure - 3and performance criteria is linked with net profit of the Company.
(iii) service contracts notice period and severance fees:
Subject to approval of members in the ensuing Annual General Meeting Managing Directorand Whole-Time Director will be re-appointed upto 31st May 2019. Notice periodis 90 days and no severance fees.
(iv) stock option details if any and whether these have been issued at a discount aswell as the period over which they accrued and how they are exercisable:
The Company has not granted any stock option.
During the year there were no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
As the requirement of CSR Committee is not applicable to the Company no furtherdetails/disclosure required to be given in this regard. DETAILS ON CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
INTERNAL FINANICAL CONTROL:
The directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.
During the year under report your Company has not accepted any deposits pursuant toSection 73 of the Companies Act 2013. Hence further details are not given.
Details of money accepted (if any during the year) by the Company from the Directorsand/or the relatives of Directors of the Company are given in the notes to the FinancialStatements and the same are not deposit as per the applicable provisions of Companies Act2013 and rules made thereunder.
As per Regulation 15 (2) of SEBI (LODR) Regulations 2015 the compliance with thecorporate governance provisions as specified in Regulations 17 18 19 20 2122 23 2425 26 27 and clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 and Para C D andE of Schedule V shall not apply in respect of the listed entity having paid up equityshare capital not exceeding rupees ten crore and net worth not exceeding Rupees TwentyFive Crore as on the last day of the previous financial year.
It may pleased be noted that as our Company is not falling in the applicabilitycriteria prescribed as mentioned above Regulation 27 (2) is not mandatory for the timebeing to the Company.
Hence the Report on Corporate Governance is not forming part of the Directors' Report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure -3"
PARTICULARS OF LOANS INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT2013:
There are no Loans Investments or Guarantees /Security given by the Company during theyear under section 186 of the Companies Act 2013; hence no particulars are required to begiven.
RELATED PARTY TRANSACTION:
Particulars of material contacts or arrangements with related parties referred to insection 188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as"Annexure-4" to Director's Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Necessary Management Discussion and Analysis Report pursuant to Regulation 34(2)(e) ofThe SEBI (LODR) Regulations 2015 is appended as "Annexure-5"to Director'sReport.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
The Company's shareholders may refer the Company's website for the detailed Nomination& Remuneration Policy of the Company on the appointment and remuneration of Directorsincluding criteria for determining qualifications positive attributes independence of aDirector; and other matters provided under sub-section (3) of section 178.
The Company's remuneration policy is directed towards rewarding performance based onreview of achievements periodically. The remuneration policy is in consonance with theexisting industry practice.
Your Directors wish to place on record their sincere appreciation for significantcontribution made by the employees at all the levels through their dedication hard workand commitment thereby enabling the Company to boost its performance during the yearunder report.
Your Directors also take this opportunity to place on record the valuable co-operationand continuous support extended by its valued business associates Auditors SupplierCustomers Banks / Financial Institutions Government authorities and the shareholders fortheir continuously reposed confidence in the Company and look forward to having the samesupport in all its future endeavors.
By Order of the Board sd/-
Place : Ahmedabad
Sukhdev R. Acharya
Chairperson & Managing Director
Date : 25th May 2017