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Shri Mahalaxmi Agricultural Developments Ltd.

BSE: 539010 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE317G01025
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VOLUME 200
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P/E 114.00
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.42
Sell Qty 147242.00
OPEN 3.42
CLOSE 3.42
VOLUME 200
52-Week high 3.42
52-Week low 0.00
P/E 114.00
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.42
Sell Qty 147242.00

Shri Mahalaxmi Agricultural Developments Ltd. (SHMAHALAAGRI) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 22nd Annual Report togetherwith audited statement of accounts of the Company for the year ended on 31st March 2015.

OPERATIONS DURING THE YEAR:

The company has a very good Operational activity during the year due to good market.

FINANCIAL RESULTS:

The Financial Activities are as follows:-

PARTICULARS AMOUNT (RS. IN LACS)
2014-15 2013-14
Turn Over 389.43 576.78
Expenses 375.27 543.95
Profit Before Tax 14.16 32.83
Provision for Tax - 2.30
Profit after Tax 14.16 30.53

AUDITORS:

The members are requested to appoint auditors for the current year and to fix theirremuneration. M/s.RATHI K.K & Co. Chartered Accountants have Consented to act asauditor subject to shareholder approval. The company has received the certificate u/s139(1) of the companies act 2013 with companies (Audit and Auditor)Rules 2014 from theauditor.

FOREIGN EXCHANGE EARNING AND EXPENDITURE:

There were no Foreign Exchange transactions during the year.

PERFOMANE AND FINANCIAL POSITION OF SUBSIDARY AND ASSOCIATE COMPANIES :

As per section 2(87) and 2(6) of companies Act 2013 and as on date the companywhether has any subsidiary fro any associates company and hence do not call for anydisclosure under this head.

A) Secretarial Audit :

Pursuant to the provision of section 2014of the companies Act 2013 and rules madethere under M/s Roy Jacob & Co. Mumbai Company Secretary in whole time practice wasappointed to conduct secretarial audit for the year ended 31.03.2015

M/s Roy Jacob & Co. practising company secretary has submitted report on thesecretarial audit from a part of this report as Annexure A.

AUDIT REPORT STATUTORY & SECRETARIAL:

The Auditor report on the financial statement and secretarial audit report for theaccount year is self explanatory. Therefore does not require any further explanation.

B ) INTERNAL AUDITOR :

Pursuant to section 138 of the companies Act 2013 and Rule to of the companies(account) Rules 2014 the board of director of the company is under process to appointinternal auditor however in the opinion of the board and size of the company it is notnecessary to appoint internal auditor.

EXTRACT OF ANNUAL RETURN :

The extract of annual return from MGT-9 as provided U/s 92(3) of the companies Act2013 read with rule 12 of the companies (Management & Administration) Rules2015 isannexed here to an Annexure –B with their report and shall form of the Board Report.

SEPARATE MEETING OF INDEPENDENT DIRECTOR :

In the compliance with the provision of the companies Act 2013 and clause 49 of thelisting agreement entered into between the company and BSE a separate meeting ofindependent director was held on 30th January 2015.

FORMAL ANNUAL EVALUATION :

Pursuant to section 134 (3)(p) of the companies Act 2013 and Rule 8(4) of companies(account)Rules 2014 and clause 49 IV (b) of listing agreement the board has carried outevaluation of its own performance the directors individuals as well as evaluation of itscommittees as per the criteria laid down in the Nomination Remuneration as evaluationpolicy. The Board approved the evaluation resolution as collected by the nomination andremuneration committee.

DIVIDEND :

Your Directors do not recommend any Dividend.

FIXED DEPOSITS :

The Company has not accepted any public deposits and as such no amount of principalor interest on public deposits was outstanding on the date of Balance Sheet.

AUDITORS REPORT :

The Auditors' Report to the shareholders for the year ended March 31 2015 does notcontain any qualification and therefore do not call for any explanation/comments.

PARTICULARS OF EMPLOYEES :

As required under section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of the Employees) Rules 1975 are not applicable since none of the employeeof the company is drawing more than ` 6000000/- p.a. or ` 500000/- p.m. for the partof the year during the year under review.

CONSERVATION OF ENERGY :

Particulars with respect to conservation of energy in "Form A" pursuant toCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 arenot given as the Company was not engaged in the activities specified in Schedule to thesaid Rules.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

During the year under review there were no material change and commitment affecting thefinancial position of the Company.

TECHNOLOGYABSORPTION

The Company was not engaged in any activity relating to production and manufacture. Noamount was therefore spent towards technology absorption. Particulars with respect totechnology absorption in "Form B" pursuant to the Companies (Disclosure ofParticulars in Report of Board of Directors) Rules 1988 are therefore not given.

SIGNIFICANT AND MATERIALORDERS PASSED BYTHE COURTS/REGULATORS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OFTHE COMPANIES ACT 2013

The related party transactions are entered into based on considerations of variousbusiness exigencies such as synergy in operations sectoral specialization and theCompany’s longterm strategy for sectoral investments optimization of market shareprofitability liquidity and capital resources of its group companies. All related partytransactions that were entered introducing the financial year were at Arm’s Lengthbasis and were in the ordinary course of business the same were placed before the AuditCommittee for the review and noting in their respective meetings. 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. Further as there are no such transactions inconsistent withsub-section (1) of section 188 of the Companies Act 2013 so no AOC-2 is required to begiven in this report.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET

The company have provided for certain revenue receipt in the previous year which gotcancelled after the date of the balance sheet since the contracts were of material naturethe profit and loss a/c and balance sheet have being restated to give a true and fairpicture of the balance sheet and profit and loss account for the year ended 31.3.2015

VIGIL MECHANISM :

The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards has adopted lays down this Whistle Blower Policy to provide a framework topromote responsible and secure whistle blowing. The Board of Directors of your Company hasadopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act 2013and Clause 49(F)(3) of Listing Agreement. The same forms part of Company’s Code ofConduct.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS :

The company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2014 of the Companies Act 2013 and rules framed there under are notapplicable for the year.

DETAILS OF SWEAT EQUITY SHARES :

The company has not issued any sweat equity shares and accordingly the provisions ofSection 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules2014 of the Companies Act 2013 and rules framed there under are not applicable for theyear.

DETAILS OF EMPLOYEES STOCK OPTION SCHEME :

The company has not granted stock options and accordingly the provisions of Section62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014of the Companies Act 2013 and rules framed there under are not applicable for the year.DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED The company has not made any provision of moneyfor the purchase of or subscription for shares in the company or its holding company ifthe purchase of or the subscription for the shares by trustees is for the shares to beheld by or for the benefit of the employees of the company and accordingly the provisionsof Chapter IV (Share Capital and Debentures) of the Companies Act 2013 and rules framedthere under are not applicable for the year.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

The Company is not required to constitute a Corporate Social Responsibility Committeedue to non fulfillment of any of the conditions pursuant to section 135 of the CompaniesAct 2013.

INVESTOR SERVICES :

The company has established connectivity with both the depositories viz. NationalSecurities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Inview of the numerous advantages offered by the Depository system members are requested toavail of the facility of dematerialization of Company’s shares on either of theDepositories as aforesaid.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Risk Management Committee. Business Risk Evaluation and Management is anongoing process within the Organization. The Company has a robust risk managementframework to identify monitor and minimize risk as also identify business opportunities.The objectives and scope of the Risk Management Committee broadly comprises:

• Oversight of risk management performed by the executive management;

• Reviewing the Risk Management Policy and Framework in line with Local legalrequirements and SEBI guidelines

• Reviewing risks and evaluate treatment including initiating mitigation actionsand ownership as per a pre-defined cycles.

• Defining framework for identification assessment monitoring mitigation andreporting of risk. Within its overall scope as aforesaid the Committee shall review risktrends exposure potential impact analysis and mitigation plan. The Risk managementcommittee was constituted as on 12.02.2015

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Board of Directors of the Company has approved and adopted the "Policy onPrevention of Sexual Harassment at Workplace" to provide equal employment opportunityand is committed to provide a work environment that ensures every woman employee istreated with dignity and respect and afforded equitable treatment. The Company has formedan Internal Complaints Committee where employees can register their complaints againstsexual harassment. This is supported by the Sexual Harassment Policy which ensures a freeand fair enquiry process with clear timelines.

CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCTUNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board of Directors has formulated and adopted the"Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" (Code of Fair Disclosure) of the Company. The Board has also formulatedand adopted "Code of Conduct for Prohibition of Insider Trading" (Code ofConduct) of the Company as prescribed under Regulation 9 of the said Regulations.

TRANSFER TO INVESTOR’S EDUCATION AND PROTECTION FUND :

During the year under review the Company was not required to transfer any amount inthe Investor’s Education and Protection Fund.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION :

The Board reconstituted the Nomination and Remuneration Committee in terms of Section178 of the Companies Act 2013 rules made there under Clause 49 of the Listing Agreemententered into between the Company and the Bombay Stock Exchange; the Company has adopted acomprehensive policy on Nomination and Remuneration of Directors on the Board. As per suchpolicy candidates proposed to be appointed as Directors on the Board shall be firstreviewed by the Nomination and Remuneration Committee in its duly convened Meeting. TheNomination and Remuneration Committee shall formulate the criteria for determining thequalifications positive attributes and independence of a Director and 10 recommend to theBoard a policy relating to the Remuneration for the Directors

Key Managerial Personnel and other employees. The Nomination and Remuneration Committeeshall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to directors KMPs and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the company and its goals. During the year under review none of theDirectors of the company receive any remuneration. The composition of Nomination andRemuneration Committee has been disclosed in the Report on Corporate Governance.

CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF INDEPENDENTDIRETORS

The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company. The Code of Conduct has been posted on Company’s website. BoardMembers and Senior Management Personnel have affirmed the compliance with the Code forFinancial Year 2014-2015. A separate declaration to this effect has been made out in theCorporate Governance Report. The Company has also adopted a Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information and Code ofConduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibitionof Insider Trading) Regulations 2015.

DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT U/S 143 OF THE COMPANIES ACT 2013

During the year under review your Directors do not observe any contract arrangementand transaction which could result in a fraud; your Directors hereby take responsibilityto ensure you that the Company has not been encountered with any fraud or fraudulentactivity during the Financial Year 2014-2015.

AUDIT COMMITTEE :

The Company has formed an Audit Committee comprising of 3 directors. The terms of thereference of the committee are in line with the requirements as stipulated u/s 292A of theCo. Act 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS’ RESPONSIBILITY STATEMENT :

The Directors confirm that in preparation of the annual accounts for the year endedMarch 31 2015 -

1. the applicable accounting standards had been followed along with proper explanationrelating to material departures;

2. they had selected such accounting policies and applied them consistently and made;

3. judgements and estimates that are reasonable and prudent had been taken 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 of the Company for that period;

4. they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 1956 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities; and

5. they had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE:

A report on corporate governance is annexed to this report. A certificate fromStatutory Auditors with regards to the compliance of the corporate governance by thecompany is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under clause49 of the listing agreement. In addition the company has also implemented some of the nonmandatory provisions of clause 49.

ACKNOWLEDGEMENTS:

The Directors thank the clients for the confidence reposed which has enabled theCompany in successfully achieving the satisfactory performance.

The Directors also thank the Company’s bankers lenders the Government of Indiathe Securities and Exchange Board of India the Reserve Bank of India and other statutoryauthorities for their continued support to the Company.

The Directors express their gratitude for the support and guidance received from itsshareholders.

The Directors also express their sincere thanks and appreciation to all the employeesfor their commendable teamwork professionalism and contribution during the year.

BY ORDER OF THE BOARD OF DIRECTORS
Shree Mahalaxmi Agricultural Development Ltd.
PLACE: Ahmedabad
DATE : 01-07-2015 Sd/-
HARDIK BHATT
(DIRECTOR)

Annexure - A to the Directors' Report for the year ended 31st March 2015.

Corporate Governance

Our Company stands committed to good corporate governance practices based on theprinciples such as accountability transparency in dealings with our stakeholdersemphasis on communication and transparent reporting. We have complied with therequirements of the applicable regulations including the Listing Agreement to be executedwith the Stock Exchanges and the SEBI Regulations in respect of corporate governanceincluding constitution of the Board and Committees thereof. The corporate governanceframework is based on an effective independent Board separation of the Board’ssupervisory role from the executive management team and constitution of the BoardCommittees as required under law.

We have a Board constituted in compliance with the Companies Act and the ListingAgreement in accordance with best practices in corporate governance. The Board functionseither as a full Board or through various committees constituted to oversee specificoperational areas. Our executive management provides the Board detailed reports on itsperformance periodically.

Currently our board has four Directors. We have One

(1) Non-Independent & Executive Director One (1) Non Independent &Non-Executive Director and Two (2) Independent. The constitution of our Board is incompliance with the requirements of Clause 49 of the Listing Agreement.

Board of Directors

Composition:

The Company has a strong and broad based Board constituting of four Directors.

None of the directors on the Board is a Member on more than 10 Committees and Chairmanof more than 5 Committees (as per Clause 49(IV)(B)) across all the companies in which heis a director. All the directors have made the requisite disclosures regarding Committeepositions occupied by them in other companies.

The Board met 8 times on the following dates during the financial year 2014-2015 andthe gap between two meetings did not exceed four months:-

21st April2014

22nd July2014

11th August2014

20th October2014

20th January2015

12th February 2015

02nd March 2015

24th March2015

The names and categories of the Directors on the Board their attendance at BoardMeetings held during the year and at the last Annual General Meeting as also the numberof Directorships and Committee positions as held by them in other public/private limitedcompanies as on 31st March 2015 are given below:-

No. of other Directorship and Membership / Chairmanship
Name Category No of Board Meetings Attended Whether attended AGM held on 30.09.2014 Other Directorship Committee Membership Committee Chairmanship
Chetan S. Pandit Managing Director 8 Yes - - -
Satish V. Rawal* Non Executive Director 4 No 14 8 6
Dolly N. Shah Independent Director 6 No 5 3 2
Deepak Channana** Non- Independent Director 5 Yes 2 1 1
Jagdishchandra Ghumara Non- Independent Director 2

*Was Appointed as Director in Janurary 2015. **Retired as a Director in the company onJanurary 2015.

3. Audit Committee:

The Board constituted an Audit Committee and presently consisting of following threeDirectors. As required u/s. 292A of the Co. Act 1956 and u/c 49 of the Listing Agreement2 Directors have financial & accounting expertise. Details of Audit Committee meetingsheld during the year April 2014 to March 2015 and the attendance of the Audited CommitteeMembers are as under:

Name of the Director Category No. Of Meeting Held & Attend
1 Dolly N Shah Member Held 5 Attend. 5
2 Chetan Pandit Member Held 5 Attend. 4
3 Satish Raval * Member Held 5 Attend.1
4 Deepak Chanana ** Member Held 5 Attend 3

*Was Appointed as Director in Janurary 2015. **Retired as a Director in the company onJanurary 2015.

terms of reference as laid down by the Board are in line with the requirementsspecified in the Companies Act 1956 and Clause 49 of the Listing Agreement. Theseinteralia review of annual financial statement adequacy of internal control system andinternal audit function.

4. Remuneration Committee :

Being non-mandatory requirement the company constituted the said committee to decideand fix payment of remuneration and sitting fees to the Director of the Company. PresentlySatish is Chairman of the said committee and Chetan Pandit and Dolly N Shah are themembers of the committee.

5. Share Transfer Committee:

A Share Transfer Committee constituted consisting of Mr.Chetan Pandit Chairman of thesaid Committee and Mr.Satish Raval and Dolly N Shah Directors of the Company to takecare of matters relating to share transfer transmission issue of duplicate /consolidated / split share certificate etc. The committee meets regularly to approve sharetransfer. As on date the Committee comprises of 3 Directors. This Committee also looksinto the grievance complaints and other issues concerning the shareholders / investors.All transfers received have been proceeded in time with no pending share transfers. Thereare no unresolved shareholders complaints pending. Mr.Chetan Pandit Managing Director ofthe Company is the Compliance Officer to monitor share transfers shareholders grievancesand complaints and liaise with regulatory authorities.

6. General Body Meeting :

The last three Annual General Meeting

Financial Year Date Time Location
2011-12 30-09-2012 04.00 P.M At the Registered Office of the Company
2012-13 30-09-2013 04.00 P.M At the Registered Office of the Company
2013-14 29-09-2014 04.00 P.M At the Registered Office of the Company

No Special resolutions required to be put through postal ballet last year.

No special resolutions on matters requiring postal ballet are placed for shareholdersapproval at this meeting.

7. Disclosures:

There is no material significant transaction with related party i.e. transactions ofthe Company of material nature with its promoters the Directors or the Management theirsubsidiaries or relatives etc. which may have potential conflict with the interest of theCompany at large.

8. Means of Communication:

1. The quarterly unaudited financial results are submitted to the respective StockExchanges where equity shares are listed and regularly published in the local news papers.

2. The Management Discussion and Analysis Report prepared by the management and formingpart of the Annual Report is separately attached.

9. General Shareholders Information:

(i) Annual General Meeting the 30th Sept. 2015 at 11:30 am at theRegistered Office of the Company.

(ii) Financial Calendar (tentative)

Fin. reporting of the quarter ended June.30 End July
Fin. reporting of the quarter ended Sept.30 End October
Fin. reporting of the quarter ended Dec.31 End January
Fin. reporting of the quarter ended Mar.31 End April

(iii) Date of Book Closure: 28th Sept 2015 to 30th Sept2015

(iv) Dividend payment date: Not applicable

(v) Listing of Stock Exchanges.

The Stock ExchangesAhmedabad

The Bombay Stock Exchange

The Company has paid Listing Fees for the year ended April 2014 to March 2015 to theStock Exchanges listed above.

(vi) Market Price data

During the financial year ended on 31-03-2015 the Equity Shares were not traded at alland no prices are recorded

(vii) Share Transfer System

The Company has appointed M/S. PURVA SHAREGISTRY INDIA PVT. LTD MUMBAI as ShareTransfer Agent. All the share physical as well as Demat are being handled by the saidAgency.

(viii) Dematerialisation of Shares

The Company has already offered the dematerialization facility throught said agency.TheISIN number allotted by NSDL is INE317G01017.

10. Certification With Respect To Financial Statement :

The Managing director of the Company has furnished a certificate to the Board ofDirectors of the Company with respect to accuracy of financial statements and adequacy ofinternal controls and also compliance of Corporate Governance as required under clause 49of the listing agreement.

11. Whistle Blower Policy :

Recently the Security & Exchange Board of India has also prescribed the adoptionby all listed companies of a Whistle Blower Policy as a non-mandatory requirement. Thecompany has adopted a Whistle Blower Policy which affords protection and confidentiallyto Whistle blowers. The Audit Committee Chairman is authorized to receive ProtectedDisclosures under this Policy. The Audit Committee is also authorized to supervise theconduct of investigations of any disclosures made whistle blowers in accordance withpolicy.

No personnel have been denied access to the Audit Committee. As of March 31 2015 noProtected Disclosures have been received under this policy.

12. Code Of Conduct:

The Company’s Board of Directors has adopted the code of conduct which govern theconduct of all directors /employees. All Directors and senior management personnel haveaffirmed compliance with respective codes for the year ended on 31st March2015.

13. Implementation of Non-Mandatory Corporate Governance Requirements

The company has implemented the following non-mandatory requirements as stated inclause 49 of the listing agreement with respect to Corporate Governance:-

(i) Remuneration Committee:- Already details have been given earlier.

(ii) Whistler Blower policy:- Under this policy employees of the Company canreport to the management about unethical behavior actual or suspected fraud or violationof code of conduct or ethics policy. It is the company’s policy to insure that theWhistler Blower are not victimized or denied direct access to the chairman of the AuditCommittee. The existence of said policy mechanism has been communicated to all employees.