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Raj Agro Mills Ltd.

BSE: 530291 Sector: Industrials
NSE: N.A. ISIN Code: INE791C01012
BSE 15:05 | 09 Nov Raj Agro Mills Ltd
NSE 05:30 | 01 Jan Raj Agro Mills Ltd
OPEN 6.87
PREVIOUS CLOSE 6.55
VOLUME 1009
52-Week high 6.87
52-Week low 2.97
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.87
Buy Qty 1003.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.87
CLOSE 6.55
VOLUME 1009
52-Week high 6.87
52-Week low 2.97
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.87
Buy Qty 1003.00
Sell Price 0.00
Sell Qty 0.00

Raj Agro Mills Ltd. (RAJAGROMILLS) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the 27thAnnual Report of theCompany together with the Audited Accounts for the financial year ended 31stMarch2017.

FINANCIAL RESULTS
The financial figures for the year under review are given below:
(Rs. In Lacs)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
2016-2017 2015-2016
Sales and Other income 1.09 3.67
Profit/(Loss) before Interest Depreciation and Tax (25.97) (13.62)
Less : Interest & Bank charges (0.01) 285.93
Cash Profit/(Loss) (25.98) (299.55)
Depreciation 2.31 1.76
Profit/(Loss) before Tax (28.29) (301.31)
Provision for Current Tax 0.00 0.00
Provisions for Deferred Tax Liability(+)/Liability(-) -- --
Outstanding Deferred Tax Liability written back -- --
Profit/(Loss) after Tax (28.29) (301.31)
Transfer to General Reserve -- --
Provision for Proposed Dividend -- --
Proposed Dividend -- --
Balance Carried to Balance Sheet (28.29) (301.31)

The company has not carried on any business activity during the year under review.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your company's income which consisted of fromnon-operating activities only stands at Rs.1.09 Lacs (Previous Year Rs.3.67Lacs). Thecompany has incurred a loss of Rs.28.29Lacs (Previous Year Loss of Rs.301.31Lacs) duringthe period under review.

INFORMATION ON STATE OF COMPANY'S AFFAIR

The company has not carried any activity during the year under review. The company hasdisposed off the remaining assets during the year and there is no asset in the company.

DIVIDEND

Your Directors express their inability to recommend any dividend in view of presentturmoil.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared and paid last year the provisions of Section 125of the Companies Act 2013 does not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013

The company has not carried on any activity since the last more than seven years ratherthe assets of the company had been disposed off to pay off State Bank of India'sliability; therefore the Board expresses its inability to propose to carry any amount toany of reserves.

CHANGES IN SHARE CAPITAL

There is no change in the Share capital of the company during the Financial Year2016-17.

CHANGES IN DIRECTORS

There is no change in the Directors of the company during the Financial Year 2016-17.However in April 2017 the company came to know the demise of one of its directors namelyShri Varinder Kumar. The Board expresses its deep sorrow over the demise of Shri VarinderKumar who had a long association with the company.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

Under review during Financial Year 2016-17 the Company has not given any loan orGuarantee or provides security in connection with a loan to any other body corporate andperson and also the company has not made any investment in any other body corporate.

AUDITOR'S

Statutory Auditors

The term of the existing statutory auditor M/s P C Goyal& Co. CharteredAccountants Ludhiana is expiring at the conclusion of forthcoming Annual General Meetinghowever pursuant to stipulations imposed by section 139(2) of the Companies Act 2013 theretiring auditor firm namely M/s P C Goyal & Co Chartered Accountants cannot beappointed as Statutory auditor for a period of five years from the completion of said termi.e. from conclusion of this Annual General Meeting.

To comply with the provisions of the Companies Act 2013 and the Rules madethere-under the Board of Directors on the recommendations made by the Audit Committeehave proposed and recommend for the kind consideration of worthy shareholders the name ofM/s Rajiv Rajeev & Associates Chartered Accountants Ludhiana as the statutoryauditor of the company. Their appointment is being for a term of five years and they willhold from the conclusion of this Annual General Meeting (27th AGM) till theconclusion Sixth annual general from this annual general meeting i.e. up to 32ndAnnual General Meeting. However the said appointment shall be subject to rectification bythe members at every annual general meeting to be held after this Annual General Meeting.The incoming auditors have furnished a certificate that their re-appointment if madewould be within the prescribed limits under section 141(3)(g) of the Companies Act 2013.

Further as the existing auditors are vacating their office upon completion ofconsecutive tenure of ten years pursuant to the stipulations/restrictions imposed bysection 139(2) about term period of their appointment therefore the matter and proposalof appointment of new auditors in their place has been placed in the ordinary businesses.Also the cooling period of three years provided by second proviso to sub section (2) ofsection 139 the Companies Act 2013 to comply with section 139(2) of the Act is expiringthis year therefore the Board takes this opportunity to appoint new statutory auditorsby referring the matter to shareholders as an ordinary matter at the 27thAnnual General Meeting of the company.

Statutory Auditor's Report

The Auditors Report on the Accounts of the Company is self-explanatory and there is noadverse remark in it requiring explanation(s) by the Board. The Auditors' in his auditreport has commented upon the fact that the company's losses are more than its net worthand the company has liquidated its assets to pay off dues hence the company is presentlynot maintaining its going concern status. As the members already know that the company hassold its assets to pay off bank liabilities and thereafter it could not become operationalhence it is not maintaining its going concern status.

Cost Audit

The provisions regarding applicability of Cost Audit are not applicable to the companydue to non-operation of unit.

Secretarial Auditors

B.K. Gupta & Associates Company Secretaries Ludhiana has conducted thesecretarial audit for the financial year 2016-17.

Internal Auditors

The Company is not in Operation since the last more than seven years so no internalAuditor is appointed in Company. However the Company has adequate internal financialcontrols in place and the same is operating effectively having regard to company's sizeand operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyis required to disclose information related to remuneration paid during the year. Thedetailed information in this regard is annexed to this report as "AnnexureI".

RELATED PARTY TRANSACTIONS

The company has not entered into any contract arrangement and transaction with any ofrelated parties during the year under review. Therefore there is nothing to disclose inthe report.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013

No material changes and commitments have taken place between the end of the financialyear of the Company to which balance sheet relates and date of report which affects thefinancial position of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is not engaged in the manufacturing activities or any other commercialactivity as such your Directors express their inability to comment upon the conservationof energy technology absorption measures and there is no the foreign exchange earningsand outgo during the year under review.

ANNEXURE TO THE DIRECTORS REPORT Annexure-I

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(1) Ratio of the remuneration of each Director/KMP to the average remuneration of allthe employees of the Company for the financial year:

Average remuneration of all employees of the Company for the Financial Year 2016-17 486976
The Percentage increase in the average remuneration of employees in the Financial Year 18.31%
The number of permanent employees on the roll of the Company as on 31st March 2017 2

 

Name of Director/ KMP Remuneration of Director/KMP for financial year 2016-17 Ratio of Remuneration to average remuneration of all employees % increase in remuneration in the Financial Year 2016- 17 Comparison of the remuneration of the KMP against the performance of the Company
Independent Directors
Mrs. Meenu Uppal Nil N.A Nil Nil
Mr. Jatinder Singh Nil N.A Nil Nil
Executive Directors/KMP
Mr. Sanjeev Nil
Bansal M.D*
Mr. Davinder Kumar Company secretary** 809200 1.66 20.77% Loss Before interest depreciation and tax increased by
Mr. Rupinder Singh CFO 164753 0.34 7.50% 90.60 % whereas loss after Interest depreciation decreased by 90.61% in Financial Year 2016-17 due to payment of accrued interest to bank as per OTS in FY 2015-16.

Notes: *Mr.Sanjeev Bansal is Executive Director of Company but he doesn't receive anysalary. **Mr.Davinder Kumar has resigned from the company with effect from 30thApril2017.

(2) Relationship between average increase in remuneration and company performance:

The Losses for the year decreased by 90.61% and whereas average remuneration hasincreased by 18.31%. There is increase in average remuneration whereas the lossesdecreased as compared to last year. However it is worth mentioning that the company isnot in operation since more than seven years and these losses are not the operating lossesrather they are notional losses on the sale of assets and losses on account of employeecost during that year. The payment of employee remuneration is necessary to retain themfor legal and compliance purposes.

(3) Comparison of the remuneration of the KMP against the performance of the Company:

The total remuneration of KMP increased by 18.31% from Rs.823200/- in 2015-16 toRs.973953/- in 2016-17 whereas the losses decreased by 90.61% as there is loss ofRs.28.29 lacs in the year under review as compared to loss of Rs.301.31lacs during theyear 2015-16.

(4) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer:

Description Amount
1.
Market Cap variation
Mcap at 31 March 2017
(based on close price in March 2017) 12228184
Mcap at 31 March 2016 17131872
Variation in Mcap in FY 2017 (%) -28.62%
2
Price-to-Earnings Ratio
PE as at 31 March 2017 (Mkt Price/EPS) 0.00
PE as at 31 March 2016 (Mkt Price/EPS) 0.00
3 Offer
- IPO price per share 18
- Market price as at 31 March 2017 3.94
(based on close price in March 2017)
% decrease from last IPO 78.11%

(5) The key parameters for any variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.

(6) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not Applicable since directors are not being paid any salary.

(7) It is hereby affirmed that remuneration paid is as per the remuneration policy ofthe Company.

FOR AND ON BEHALF OF THE BOARD
Place: Ludhiana Date : 29.05.2017 Sd/- (Sanjeev Bansal) Managing Director DIN:00057485 662/2 Premjit Road Gurdev Nagar Ludhiana-01 Punjab Sd/- (Jatinder Singh) Director DIN: 02150760 8-A Model Town Extension Ludhiana-141002 Punjab