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Parker Agrochem Exports Ltd.

BSE: 524628 Sector: Others
NSE: N.A. ISIN Code: INE750B01010
BSE LIVE 15:15 | 14 Jul Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 9.43
PREVIOUS CLOSE 9.92
VOLUME 201
52-Week high 11.86
52-Week low 9.43
P/E 58.94
Mkt Cap.(Rs cr) 5
Buy Price 9.43
Buy Qty 799.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.43
CLOSE 9.92
VOLUME 201
52-Week high 11.86
52-Week low 9.43
P/E 58.94
Mkt Cap.(Rs cr) 5
Buy Price 9.43
Buy Qty 799.00
Sell Price 0.00
Sell Qty 0.00

Parker Agrochem Exports Ltd. (PARKERAGROCHEM) - Director Report

Company director report

To

The Members

PARKER AGROCHEM EXPORTS LIMITED

Your Directors take pleasure in presenting the TWENTY SECOND Annual Report of theCompany together with the Audited Accounts for the financial year ended on 31st March2015.

FINANCI AL SUMMARY/ HIGHLIGHTS:

The brief financial results are as under:

(Rs. in lacs)
Particulars 2014-15 2013-14
Gross Income 26604.50 19983.97
Profit/ (Loss) before Depreciation and Tax 91.68 78.89
Less: Depreciation 48.63 36.71
Profit/ (Loss) Before Tax and Extra Ordinary Items 43.05 42.18
Less: Extra Ordinary Items 3.49 -
Less: Current Tax 11.00 13.00
Add/ Less: Deferred Tax Liability (6.96) (1.39)
Profit/ (Loss) After Tax 42.50 30.57
Balance Carried to Balance Sheet 42.50 30.57

During the year under report the Company continued to carry on the business of rentingof storage tank and trading in commodities including silver. The Company continue toexplore opportunities for trading in commodities such as various agriculture commoditiesmetals and also in gold and silver.

The turnover of the Company for the year 2014-15 has substantially increased from Rs.19983.97 Lacs to Rs. 26604.50 Lacs as compared to previous year. Due to this profitbefore Depreciation and Tax stands increased to Rs. 91.68 Lacs as compared to profit ofRs. 78.89 lacs in the last year.

After charging Depreciation the Company has made profit before tax and extra ordinaryitems of Rs. 43.05 Lacs as compared to profit of Rs. 42.18 Lacs in the last year. Afterproviding for Taxation (mainly deferred tax liability) the Company has made profit ofRs. 42.50 Lacs as compared to profit of Rs. 30.57 Lacs which has been transferred toBalance Sheet. Thus during the year under report the Company has been able to improve itsworking in a significant manner. The Company is hopeful of its continued profitability inthe time to come.

SUBSIDIARY COMPANI ES/ JOINT VENTURE COMPANY/ ASSOCIATE COMPANY:

The Company does not have any Subsidiary Companies or Joint Venture Company orAssociate Company.

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.

DIVIDEND:

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 Rs. 42.50 Lacs to General Reserveout of profits of the current year.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year the requirement of Key Managerial Personnel was applicable to theCompany.

During the year Mr. Bharatkumar R. Thakkar was appointed as Chief Financial Officerand Mr. Sunil A. Mulchandani was appointed as Company secretary of the Company w.e.f 1stMarch 2015.

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 reappointed 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.

DI RECTORS’ 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 Clause 49 of the ListingAgreement 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. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

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 and clause 49 of the ListingAgreement.

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.

AUDITORS:

M/ s. Wadhawan & Co. Chartered Accountants the existing auditors of the Companywere appointed as auditors of the Company at the 21st AGM for holding the office from theconclusion of that 21st AGM till the conclusion of the 26th AGM (Subject to ratificationby 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 ACCOUNTS:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts. Theobservations comments and notes of Auditor are self explanatory and do not call for anyfurther explanation / clarification.

SECRETARI AL AUDI T:

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 Practiceto undertake 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.

AUDIT COMMITTEE:

The Audit Committee consists of the following Directors:

1. Mr. Shankarlal S. Thakkar Chairman
2. Mr. Liladharbhai L. Thakkar Member
3. Mr. Pravinkumar M. Thakkar Member

NOMINATION & REMUNERATION COMMITTEE:

During the year the Remuneration Committee was renamed as Nomination &Remuneration Committee in the Board Meeting held on 12th May 2014. Composition of theCommittee is as under:

1. Mr. Shankarlal S. Thakkar Chairman
2. Mr. Liladhar L. Thakkar Member
3. Mr. Pravinchandra M. Thakkar Member

VIGIL MECHANISM:

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 ethicspolicy. The details of the policy posted on the website of the Company.

REMUNERATION POLICY:

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 remuneration policy is directed towards rewarding performance basedon review of achievements periodically. The remuneration policy is in consonance with theexisting industry practice.

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 identifyand Provide 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 is 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:

Names and Positions [A] Ratio of Directors’ Remuneration to the median Remuneration of Employees [B] Percentage (%) increase in Remuneration
Mr. Sukhdevbhai R. Acharya (Chairman & Managing Director) 23.81 25%
Mrs. Shilpaben S. Acharya (Whole-time Director) 21.43 28.57%
Mr. Liladharbhai L. Thakkar (Independent Director) - -
Mr. Pravinkumar M. Thakkar (Independent Director) - -
Mr. Shankarlal S. Thakkar (Independent Director) - -

The median remuneration of employees of the Company during the financial year was126000/ - p.a.

[C] Percentage increase in the median 5%
Remuneration of Employees
[D] Number of permanent Employees on the rolls 16 (Sixteen)
of Company
[E] Explanation on the Relationship between average increase in Remuneration and Company Performance The profit before tax of the Company increased by 10.45% as compared to last year against the average decrease in remuneration by 5.21%. The nature of Company’s business activities are as such it is very difficult to establish direct nexus to evaluate the performance of the Company with that of the remuneration of its Employee. Hence they are paid fixed remuneration as per their respective terms of employment.
[F] Comparison of the Remuneration of the Key Managerial Personnel against the performance of the Company The Net Profit of the Company as at 31st March 2015 was Rs. 26604.50 Lakh as against the total Remuneration of Key Managerial Personnel for F.Y. 2014-15 was Rs. 57.38 Lakh
[G] Variations in the Market Capitalisation of the Company as at 31st March 2015 as compared to 31st March 2014 The Market Capitalisation of the Company as at 31st March 2015 was Rs. 33357420 as against Rs. 31923720 as at 31st March 2014. There was variation of Rs. 1433700.
[H] Price Earnings Ratio as at 31st March 2015 as compared to 31st March 2014 Price Earning Ratio as at 31st March 2015 was 7.84 as against 10.44 as on 31st March 2014
[I] Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer The Company is not come out with any public offer in last five year.
[j] Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof The average percentile decrease in salaries of employees other than NEDs and KMPs made in the year 2014-15 is 4.28 % against 2.5% percentile decrease in Managerial Remuneration.

[K] Comparison of the each KMPs Remuneration vis-a-vis the performance of the Company

Name of KMP Remuneration of KMP Net Profit of Company
(in)
Mr. Sukhdevbhai R. Acharya Rs. 3000000/ - Net profit of the Company is Rs. 4250271/ - in the current financial year as compared to Rs. 3057031/ - in the previous financial year.
(Chairman & Managing Director)
Mrs. Shilpaben S. Acharya (Whole-time Director) Rs. 2700000/ -
Mr. Bharat R. Thakkar(Chief Financial Officer) Rs. 22500/ -*
Mr. Sunil A. Mulchandani (Company Secretary) Rs. 15000/ -*

* Chief Financial Officer and Company Secretary both appointed w.e.f 1st March 2015.

[L] The key parameters for any variable component of remuneration availed by the directors Discretionary bonus as may be decided by Remuneration Commit tee/ Board of Directors depending upon t he performance of the Managing Director and Whole- Time Director working of the Company and other relevant factors subject to Maximum of Rs. 6 Lakh p.a. each.

 

[M] The ratio of the remuneration of the highest paid Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid Director during the year Highest paid Directors Remuneration(I ) Remuneration of Employee receiving remuneration in excess of (I). (I I) Ratio
Rs. 3000000/ -

The Company affirms that the remuneration is as per the remuneration policy of theCompany.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is 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.

REGULATORY ORDERS:

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.

CSR COMMITTEE:

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 ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy The Company accords high priority to conservation of energy. Several concrete steps have been taken to save energy. The Company is not utilizing alternate sources of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipments
(B) Technology absorption
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) The Company has not imported any technology during the year.
(a) the details of technology imported; There are no expenditure incurred on Research and Development by the Company
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) the expenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and NA
The Foreign Exchange outgo during the year in terms of actual outflows NA

INTERNAL FI NANICAL 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.

FIXED DEPOSITS:

During the year under report your Company has not accepted any fixed deposits pursuantto Section 73 of the Companies Act 2013. Hence further details are not given.

CORPORATE GOVERNANCE:

As per Clause 1(a) of amendments to Revised Clause 49 of the Listing Agreement camevide circular no. CIR/ CFD/ POLICY CELL/ 7/ 2014 dated 15th September 2014 the revisedClause-49 is applicable for the time being in force to the following class of Companies:a. Company having paid up Equity Share Capital not exceeding Rs. 10 Crore and Net worthnot exceeding Rs. 25 Crore as on 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 revised Clause 49 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 -2"

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 duringthe year under section 186 of the Companies Act 2013; hence no particulars are requiredto be given.

RELATED PARTY TRANSACTION:

Particulars of contacts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as an"Annexure-3"to Director’s Report.

APPRECIATION:

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
Date : 25th May 2015 (DIN: 01318814)
Chairman & Managing Director