SAPTARISHI AGRO INDUSTRIES LIMITED.
The Directors are pleased to present the Annual Report on the affairs of the Companyalong with the Audited Financial Statements and Auditor's Report for the year ended onMarch 31 2017.
1. Financial Highlights:
Highlights of Financial Results for the year are as under.
| || || ||(Rs. in Lacs) |
|Sr. No. ||Particulars ||Standalone |
| || ||March 31 2017 ||March 31 2016 |
|1 ||Sales ||774000 ||1240180 |
|2 ||Operating & Other Income ||1438195 ||731551 |
|3 ||Total Revenue ||2212195 ||1971731 |
|4 ||Profit Before Interest Depreciation Exceptional Items and Taxes ||283210 ||753195 |
| ||(EBIDTA) || || |
|5 ||Interest and Financial Cost ||5108 ||4138 |
|6 ||Depreciation and Amortization ||3714790 ||3893833 |
|7 ||Profit / (Loss) Before Taxation (PBT) ||(4938366) ||(4642890) |
|8 ||Tax Expenses ||0 ||0 |
|9 ||Profit / (Loss) After Taxation (PAT) ||(4938366) ||(4642890) |
2. Issue of Equity Shares:
The Paid-up Equity Share Capital of the Company as on 31st March 2017 isRs. 340399420/- comprising of 34039942 shares of Rs. 10/- each. During the yearunder review the Company has not issued any equity shares.
3. Material Changes affecting Financial Position of the Company:
The material change which has occurred between the end of financial year of the Companyand the date of this report is as under: During the period under review Open offer("offer") has been made for acquision of upto 8563265 (Eighty Five Lacs SixtyThree Thousand Two hundred and Sixty Five) equity share of Rs. 10/- each representing25.17% of the total paid up Equity Share Capitl/Voting Capital from the EquityShareholder of the Company by Mr. Ravjibhai Patel Mr. Krunal Patel Mr. Rushab Patel andMrs. Indiraben Patel ("Acquires") under the provision of the Securities andExchange Board of India (Substantial Acquisition of shares and takeovers ) Regulation2011 and subsequent amendments thereto.
Open offer ("offer") has been made for acquision of upto 8563265 (EightyFive Lacs Sixty Three Thousand Two hundred and Sixty Five) and during the offer period1014362 (ten lacs Fourteen thousand three hundred sixty two) Shares were actual tenderedand same has been accepted further The Acquires severally and jointly acquired the votingright and share Capital of Calibre rehabs Private limited ("CRPL") through theshare Purchase Agreement dated January 16 2017 resulted in the acquisition of owing66.04% of the voting rights held by CRPL and Control over the Company.
Since there is no profit your directors can not declare dividend for the F.Y. 16-17.
5. Transfer to General Reserves:
No amount is appropriated from Profit and Loss Account and transferred to any ReserveAccount.
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has maintained a functional website namely "http://www.saptarishiagro.com/"containing basic information about the Company. Eg. Details of business financialinformation shareholding pattern compliance with corporate governance contactinformation of the designated o-cials of the Company who are responsible for assisting andhandling investor grievances for the benefit of all stakeholders of the Company. Thecontents of the said website are updated on regular basis.
7. Board of Directors and Key Managerial Personnel: Directors:
During the year under review In accordance with the provision of Section 152 of theCompanies Act 2013 and the company Articles of Association Mr. B Rose retires byrotation and being eligible offer himself for reappointment at the ensuring AnnualGeneral Meeting.
Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as provided in Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and there has been no change in the Theposition of Board of Directors as on March 31 2017 is as follows:
|DIN/DPID/ PAN ||FULL NAME ||DESIGNATION ||DATE OF APPOINTMENT |
|00577625 ||ARVIND KALRA ||Director ||29/08/2003 |
|00182214 ||BANGARU RAMAKRISHNAN ||Director ||30/07/2005 |
|01413877 ||MALVINDER SINGH BHINDER ||Director ||29/08/2003 |
|02526495 ||RAJENDRA PRASAD TEWARI ||Director ||28/06/1994 |
|06950946 ||DHARMENDRA KUMAR ||Director ||30/09/2014 |
|07010850 ||ROSE ||Whole time Director ||06/11/2015 |
|07142495 ||SEEMA SAINI ||Director ||30/03/2015 |
|07423521 ||CHITRASEN BEHERA ||Alternate Director ||05/02/2016 |
The Board consists of Eight members as on March 31 2017 One is Whole time Directortwo of them are Non-Executive and Non-Independent Directors One of them is NomineeDirector One of them is Alternate Director and remaining three are Independent Directors.
The Board met Four times during the Financial Year 2016-17 on
|May 27 2016 ||August 13 2016 ||November 12 2016 ||February 14 2017 |
Notices of the meeting with the agenda along with necessary details were sent to theDirectors in time. The data of attendance record of the Directors at the Board Meetingsheld during the Financial Year ended on March 31 2016 and their directorships with anyother Company is given here below.
|Name of Director ||No. of Board Meeting Held ||No. of Board Meeting Attended |
|ARVIND KALRA ||04 ||03 |
|BANGARU RAMAKRISHNAN ||04 ||02 |
|MALVINDER SINGH BHINDER ||04 ||00 |
|RAJENDRA PRASAD TEWARI ||04 ||02 |
|DHARMENDRA KUMAR ||04 ||04 |
|ROSE ||04 ||04 |
Committees of Board:
Your Company has several Committees which have been established as a part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes. The Company has following Committees of theBoard:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Corporate Social Responsibility Committee
Anti-Sexual Harassment Committee
A detailed note on the committees with respect to composition meeting powers andterms of reference is provided under the Corporate Governance Report section in thisReport.
8. Declaration by Independent Directors:
The Company has obtained necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013. The terms and conditions of theIndependent Directors are incorporated on the website of the Company as per Regulation46(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 athttp://www.saptarishiagro.com/
9. Details of Key Managerial Personnel:
Mr. Rose Whole Time Director and Mr. Rahul yadav Company Secretary of theCompany are the Key Managerial Personnel at the 31st March 2017 as per theprovisions of the Companies Act 2013 and are holding office after the commencement of theCompanies Act 2013.
Mr. Rahul Yadav Company Secretary was appointed on 13th August 2016.
10. Corporate Social Responsibility Committee Policy and Initiatives taken during theyear and reasons for not spending the money:
Section 135 of the Companies Act 2013 and framed Rules thereunder provides thatcertain Companies are require to spend 2% of its average net profit during 3 precedingyears on CSR activities. It also provides formation of CSR committee of the Board. TheRules prescribe the activities qualify under CSR and the manner of spending the amount.
The company is not covered under section 135 of the companies Act 2013 and the Rulesframed thereunder for the financial year under report. CSR Committee of the Board will beconstituted at the time of applicability of section 135 of the Act. Hence CSR report isno required to be annexed.
11. Subsidiary Joint-venture and Associate Companies:
The Company does not have any subsidiary
Pursuant to Section 73 and 74 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 the Company has not accepted or renewed any publicdeposits during the year.
M/s K. Mahaveer & Co. Chartered Accountants (Firm Registration No. 006740S) havetendered their resignation from the position of Statutory Auditors resulting into acasual vacancy in the office of Statutory Auditors of the Company as envisaged by section139(8) of the Companies Act 2013.
Based on the recommendation of the Audit Committee the Board proposes and recommendsthat M/s. Mayur Shah and Associates Chartered Accountants (Firm Registration No.:106125W) be appointed as the Statutory Auditors of the Company to fill the casual vacancycaused by the resignation of M/s K. Mahaveer & Co. Chartered
Accountants (Firm Registration No. 006740S) who shall hold office from the conclusionof this Annual General Meeting until the conclusion of the held 31st Annual GeneralMeeting.
Pursuant to the Companies (Cost records and Audit) Rules 2014 maintaining the costrecords and Appointment of Cost Auditor is not applicable to our Company.
In terms of Section 204 of the Act and Rules made there under Ms. Manisha SinghalPracticing Company Secretary (CP. No. 11424) have been appointed Secretarial Auditors ofthe Company. The Secretarial Audit Report is enclosed to this report.
14. Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report instances of unethical behaviouractual or suspected fraud or violation of Company's Code of Conduct to the management.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safeguards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. No whistle blower has beendenied access to the Audit Committee of the Board. The Whistle Blower Policy/VigilMechanism is available on the website of the Company.
15. Sexual Harassment of Women at Workplace:
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
16. Management Discussion And Analysis Report:
Your attention is drawn to the perception and business outlook of your management foryour Company for current year and for the industry in which it operates including itsposition and perceived trends in near future. The Management Discussion and AnalysisReport as required under Regulations 34 of the SEBI (LODR) Regulations 2015 with theStock Exchange is attached and forms part of this Directors' Report.
17. Auditors' Report and Secretarial Report:
The Auditors' Report and Secretarial Auditors' Report do not contain anyqualifications reservations or adverse remarks. Report of the Secretarial Auditor isgiven as an Annexure which forms part of this report.
18. Particulars of Loans Guarantees and Investments:
There are no materially significant Related Party Transactions executed between theCompany and its Promoters Directors key Managerial Personnel or other designatedpersons that may have a potential conflict with the interest of the Company at large.Accordingly disclosure to be provided in AOC-2 is not enclosed.
19. Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm: a) That in the preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanation relating to departures if any; b) That such accounting policies have beenselected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the loss of the Company for that period;c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) That the annual financial statements are prepared on a going concernbasis; e) That proper internal financial controls were in place and that such internalfinancial controls were adequate and were operating effectively; f) That proper systems toensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.
20. Familiarization Program for Independent Directors:
The Directors were introduced to all the Board members and the senior managementpersonnel as Chief Financial Officer Company Secretary and various Department headsindividually to know their roles in the organization and to understand the informationwhich they may seek from them while performing their duties as a Director.
21. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board Composition and StructureEffectiveness of Board Processes Information and Functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the Composition of Committees Effectiveness ofCommittee Meetings etc.
The Board in consultation with the Nomination and Remuneration Committee reviewed theperformance of the Individual Directors on the basis of the criteria such as thecontribution of the Individual Director to the Board and Committee Meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role. In a separate meeting of Independent Directors performance ofNon-independent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of Executive Directors andNon-executive Directors. The same was discussed in the Board Meeting that followed theMeeting of the Independent Directors at which the performance of the Board itsCommittees and Individual Directors was also discussed. Performance evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.
22. Related Party Disclosure: Transactions with Related Party:
All the Related Party Transactions entered into during the financial year were on arm'slength basis and were in ordinary course of business. The Company has not entered into anytransactions with Related Parties which could be considered material in terms of Section188 of the Companies Act 2013. Thus the disclosure of Related Party Transactions asrequired under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is notapplicable.
23. Risk Management:
The Company has formulated the Risk Management Policy which indicates Company'sstandards for risk taking while conducting business and to provide an easy-to-access guideany time you have a question. The Risk Management Committee will currently cover MarketRisk Credit Risk Process Risk and other risks as detailed in these documents. Each riskis covered within this Policy. This Policy will apply across all products throughout thefirm.
24. Corporate Governance:
The Company is committed to the adoption of best Corporate Governance practices and themanagement is of the view that a good Corporate Governance policy is one which results inthe control of the Company in a regular manner which makes management transparentethical accountable and fair resulting in enhanced shareholders' value. The management ispleased to provide detailed disclosures of specific matters forming part of guidelines forCorporate Governance. The said report forms part of this report.
25. Extracts of Annual Return:
As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3)of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 the Extract of Annual Return in Form No. MGT 9 forms partof this report.
26. Disclosure Requirements:
As per SEBI Listing Regulations Corporate Governance Report with Auditors' Certificatethereon and Management Discussion and Analysis are attached which forms part of thisreport.
27. Conservation of Energy Technology Absorption and Foreign Exchange Earning / Outgo:
Information relating to Conservation of Energy Technology and Foreign Earning andOutgo as required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 forms part of this annual report.
28. Particular of Employees:
The ratio of remuneration of each Director to the median employee's remuneration andother details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formpart of this Annual Report.
The details as required under Section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 isnot applicable as there is no employee (except Managing Director CFO CEO and CS) in theCompany employed throughout the financial year with salary above Rs. 60 lacs per annum oremployed in part of the financial year with average salary above Rs. 5 lacs per month.
Further there is no employee employed throughout the financial year or part thereofwho was in receipt of remuneration of in aggregate is in excess of that drawn by theManaging Director or Whole-time Director or Manager and holds by himself or along withhis spouse and dependent children not less than two per cent (2%) of the Equity Shares ofthe Company.
The members of the Board of Directors wish to place on record their sincereappreciation for the devoted services rendered by all the employees and the continuedco-operation and confidence of shareholders. The Board expresses their sincere thanks tothe Bankers Government and Semi-Government Authorities Esteemed Customers SuppliersBusiness Associates and all other well wishers for their consistent contribution at alllevels to ensure that the Company continues to grow and excel.
| ||For and on behlaf of the Board |
| ||Saptarishi Agro Industries Limited |
| ||B Rose ||Arvind Kalra |
|Date : 11/08/2017 ||Whole Time Director ||Director |
|Place : Delhi ||DIN - 07010850 ||DIN - 00577625 |