TO THE MEMBERS
Your Directors have pleasure in presenting their 6th Annual Report on the business andoperations of the Company together with the Audited Accounts of the Company for thefinancial year ended March 31 2016.
|Particulars ||31.03.2016 ||31.03.2015 |
|Net Sales /Income from Business Operations ||21191125.90 ||16841820.00 |
|Other Income ||362534.00 || |
|Total Income ||21553659.90 ||16841820.00 |
|Less Interest ||720516.40 ||679358.19 |
|Profit before Depreciation ||4767572.83 ||2493385.98 |
|Less Depreciation ||736273.80 ||955104.56 |
|Profit after depreciation and Interest ||5503846.63 ||3448490.54 |
|Less Current Income Tax ||(112021.77) || |
|Less Previous year adjustment of Income Tax || |
|Less Deferred Tax ||- ||- |
|Net Profit after Tax ||5391824.86 ||3448490.54 |
|Dividend (including Interim if any and final ) || |
|Net Profit after dividend and Tax ||5391824.86 ||3448490.54 |
|Amount transfered to General Reserve || |
|Balance carried to Balance Sheet ||5391824.86 ||3448490.54 |
|Earning per share (Basic) ||2.94 ||1.88 |
|Earning per Share(Diluted) ||2.94 ||1.88 |
Our Company does not have any subsidiary company during the year under review.
In order to consolidate the Companys financial position your Directors considerit prudent not to recommend dividend for the year under review.
No amount is proposed to carry to any reserves by the board of directors.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. As such noamount on account of principal or interest on public deposits was outstanding as on thedate of the balance sheet.
There was no change in the paid up share capital of the Company during the year underreview. The paid up share capital of the Company as on March 31 2016 comprises 1831200Equity Share of Rs. 10/- each fully paid up.
STATE OF COMPANYS AFFAIR
The Company is engaged in the business of production processing and marketing of highquality hybrid seeds for different crops like corn sunflower cotton paddy grainsorghum etc. and 98.32% of the total revenue of the Company is derived from theseactivities.
The operational performance of the Company during the period under review wassatisfactory. We intend to achieve sustainable and profitable growth through ourconsistent efforts.
The Company is presently reasonably positioned in West Bengal and Bihar and also inthe process of expanding its business presence other states in India.
CHANGES IN THE NATURE OF BUSINESS
During the year under review there has been no change in the nature of business of theCompany.
MATERIAL CHANGES AND COMMITMENTS
There is no material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in future.
INTERNAL CONTROL SYSTEMS
The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit managementundertakes corrective action in their respective areas and thereby strengthens thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee of the Board.
SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES
The Company does not have any subsidiary/ associate/ joint venture company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1)
During the year under review the Company has not entered into any contract orarrangement falling under ambit of Section 188 of the Companies Act 2013. Hencedisclosure of particulars of contract or arrangement with related parties in Form AOC-2 isnot applicable to the Company.
Further the Company has sent notice of postal ballot on April 30 2016 to theshareholders seeking their approval to sell / transfer / dispose off its tissue culturelaboratory situated at Village Lakhipur Post - Dawaronda Illambazar("Undertaking") together with all specified tangible and intangible assets toa related party Shree Ganesh Biotech a partnership firm. The proposed transaction shallbe executed and disclosed subject to the receipt of the shareholders approval.
In accordance with the provisions of Section 149(7) of the Companies Act 2013 theIndependent Directors have confirmed to the Company that he or she meets the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015(the Listing Regulations).
Mr. Shankar Kumar Choudhary retires by rotation and being eligible has offeredhimself for re appointment.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.
KEY MANAGERIAL PERSONAL
Ms. Megha Agrawal Company Secretary and Compliance Officer of the Company resignedfrom the post with effect from June 20 2015. Consequent to Ms. Megha Agarwalsresignation the Board appointed Ms. Komal Shukla as the Company Secretary &Compliance Officer of the Company with effect from June 20 2015.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.
Pursuant to the provisions of the Companies Act 2013 Regulation 17(10) of the ListingRegulations and in line with our corporate governance guidelines peer evaluation of allBoard members annual performance evaluation of its own performance as well as the
evaluation of the working of Boards Committees was undertaken. This evaluation isled by the Chairman of the Nomination and Remuneration Committee with specific focus onthe performance and effective functioning of the Board and its Committees. The evaluationprocess also considers the time spent by each of the Board members core competenciespersonal characteristics accomplishment of specific responsibilities and expertise.
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 the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
CODE OF CONDUCT
The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Managing Directors and forms part of the Annual Report.
During the year under review 5 Board Meetings were convened and held. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.The details of which are given in the Corporate Governance Report.
The Audit Committee of the Board comprises of:
|Name of Directors ||Category |
|Mr. Rahul Sureka ||Independent Director |
|Mr. Preeti Sarda ||Independent Director |
|Mr. Prasant Kumar Choudhary ||Non-Executive Non-Independent Director |
During the year under review there has been no instance where the recommendations ofthe Audit Committee have not been accepted by the Board. The details of the AuditCommittee meetings are provided in the Report on Corporate Governance a part of thisAnnual Report.
The Company has adopted a vigil mechanism named Whistle Blower Policy for directors andemployees to report genuine concerns which shall provide adequate safeguards againstvictimization of persons who use such mechanism. Under this policy we encourage ouremployees to report any reporting of fraudulent financial or other information to thestakeholders any conduct that results in violation of the Companys Code of BusinessConduct to management (on an anonymous basis if employees so desire).
Likewise under this policy we have prohibited discrimination retaliation orharassment of any kind against any employees who based on the employees reasonablebelief that such conduct or practice have occurred or are occurring reports thatinformation or participates in the said investigation.
This meets the requirement under Section 177(9) and (10) of the Companies Act 2013 andRegulation 22 of the Listing Regulations.
No individual in the Company has been denied access to the Audit Committee or itsChairman.
NOMINATION & REMUNERATION COMMITTEE
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The particulars of Managerial remuneration as stated in Section 134(3)(q) of theCompanies Act 2013 read with rules 5(1) of the Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014 is annexed herewith as Annexure I and forms part ofthis Boards Report.
None of the employees was engaged in the company who were in receipt of remunerationin excess of the limits as specified under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 throughout or part of the financialyear under review.
STATUTORY AUDITORS & AUDITORS REPORT
As per provisions of the Section 139 of the Companies Act 2013 M/s. A.K. Meharia& Associates Chartered Accountants (Registration No. 066806) was appointed asStatutory Auditors of the Company by the shareholders at their 5th AGM held on September28 2015 to hold office up to the conclusion of the 9th AGM to be held in 2019 subjectto ratification of their appointment at every AGM. Accordingly the appointment of M/sA.K. Meharia & Associates Chartered Accountants as Statutory Auditors for financialyear 2016-17 is placed for ratification by the shareholders.
The notes to the accounts referred to in the Auditors Report are self-explanatoryand therefore do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act 2013 read with TheCompanies (appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Md.Shahnawaz Company Secretary in Practice has conducted the Secretarial Audit of theCompany. The Report of the Secretarial Audit is annexed herewith as Annexure II.
The Secretarial Audit Report is self-explanatory and therefore do not call for anyfurther comments. There is no qualification reservation or adverse remark made bySecretarial Auditor in his report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO Thedetails of conservation of energy technology absorption foreign exchange earnings andoutgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 is annexed herewith as Annexure III and the sameforms part of this report.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT
As per the provisions of SEBIs Circular No. CIR/CFD/POLICY CELL/7/2014 datedSeptember 15 2014 (applicable up to November 30 2015) and Regulation 15(2) of theListing Regulations effective from December 1 2015 the Company having paid-up equityshare capital not exceeding Rs.10 crores and Net Worth not exceeding Rs.25 crores as onthe last day of the previous financial year are exempted from the provisions of theCorporate Governance. The paid up capital of the Company as at March 31 2016 is Rs.1.83crores and Net Worth is Rs.4.78 crores being less than the limit as mentionedhereinbefore. Hence the provisions of Corporate Governance as specified in ListingRegulations are not applicable to the Company. However the Company has voluntarilycomplied with requirements of Corporate Governance. The Report on Corporate Governance andManagement Discussion & Analysis Report which form an integral part of this Reportare set out as separate Annexure together with the Certificate from Statutory Auditorsregarding compliance with the requirements of Corporate Governance as required underListing Regulations.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act 2013 read together withrelevant Rules the Corporate Social Responsibility (CSR) requirement is notapplicable to the Company.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2015-16 no complain had been received.
RISK MANAGEMENT POLICY
The Company has in place a Business Risk Management Framework. The risk managementframework commensurate with the size of the Companys operation and provides forinter alia identification of elements of risk pro-active approach for its minimizationand mitigation.
The Board has been regularly informed about risk assessment and minimizationprocedures. The main objective of this policy is to ensure sustainable business growthwith stability.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors confirm that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;
c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis; and
e. they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
f. proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
HUMAN RESOURCES & INDUSTRIAL RELATIONS
The Company has always provided a congenial atmosphere for work to all sections ofsociety. It has provided equal opportunities of employment to all irrespective to theircaste religion color marital status and sex. The Company believes that human capital ofthe Company is its most valuable assets and its human resource policies are alignedtowards this objective of the Company.
The relation amongst its employees remained harmonious and the year under reviewremained free from any labor unrest.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in prescribed Form No. MGT - 9 as required underSection 92(3) of the Companies Act 2013 is included in this report and annexed herewithas Annexure IV and forms a part of the Boards Report.
Your Directors take this opportunity to thank the Regulatory and GovernmentAuthorities Bankers Business Associates Shareholders and the Customers of the Companyfor their continued support to the Company. The Directors express their deep sense ofappreciation towards all the employees and staff of the Company and wish the managementall the best for achieving greater heights in the future.
| ||For and on Behalf of the Board || |
|Registered Office: 29 NC Block B || || |
|New Alipore || || |
|Kolkata- 700 053 ||Shankar Kumar Choudhary ||Prashant Kumar Choudhary |
|Dated: May 30 2016 ||Managing Director ||Director |
| ||(DIN: 01725569) ||(DIN: 00661656) |
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3)(q) OF THE COMPANIES ACT 2013 READWITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNELS)RULES 2014
Particulars of Managerial remuneration as stated in section 197 of the Companies Act2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerialpersonnel) Rules 2014
I. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year
No remuneration has been paid to any of the Directors of the Company during the yearunder review and that remuneration is paid only to the Company Secretary of the Companyduring the financial year. Accordingly ratio is not ascertainable.
II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.
The Company has employed only Company Secretary during the financial year under review.However there is no increase in his remuneration during the year under review.
III. The percentage increase in the median remuneration of the employees in thefinancial year
There is no increase in remuneration of any of the employees of the Company during theyear under review.
IV. The number of permanent employees on the rolls of the company
As on March 31 2016 the Company have 8 (Eight) employees on the roll of the Company.
V. The explanation on the relationship between average increase in remuneration andcompany performance
Not applicable - No remuneration has been paid to any of the Directors of the Companyduring the year under review and that there has been no increase in remuneration of any ofthe employees.
VI. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company
The Company has only one Key Managerial Personnel (KMP) i.e. Company Secretary. Duringthe year under review the remuneration paid to her is Rs.1.20 lakhs and the Company hasrecorded a net profit of Rs.53.91 lakhs.
VII. Variations in :
A. The market capitalization of the Company price earnings ratio as at the closingdate of the current financial year and previous financial year
|Particulars ||March 31 2016 ||March 31 2015 ||% Change |
|Market Capitalization ||Not ascertainable as there is no trade in the shares of the Company at Calcutta Stock Exchange Limited and BSE Limited. ||Not ascertainable as there is no trade in the shares of the Company at Calcutta Stock Exchange Limited and BSE Limited. ||NA |
|Price Earnings Ratio || || ||NA |
B. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the Company came out with the last public offer
|Particulars ||March 31 2016 ||(IPO) ||% Change |
|Market Price ||Not ascertainable as there is no trade in the shares of the Company at Calcutta Stock Exchange Limited and BSE Limited. ||The Company has not made any Public Issue or Rights issue of securities since listing and the current market price is not available. Hence no comparison has been made. ||NA |
VIII. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof.
The Company has only one Key Managerial Personnel (KMP) i.e. Company Secretary and noother employees during the financial year. Further there is no increase in the salary ofthe Company Secretary. Therefore the average percentile increase already made in thesalaries of employees other than the managerial personnel in the last financial year andits comparison with the percentile increase in the managerial remuneration is notascertainable.
IX. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company.
Same as mentioned at point VI above.
X. The key parameters for any variable component of remuneration availed by thedirectors.
No remuneration is paid to any of the Directors of the Company during the year underreview.
XI. 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.
No remuneration is paid to any of the Directors of the Company during the year underreview. Hence the same is not ascertainable.
XII. Affirmation that the remuneration is as per the remuneration policy of thecompany.
At present no remuneration has been paid to any of the Directors of the Company duringthe year under review. However the Board of Directors hereby affirms that theremuneration if any paid in future to any of the directors KMPs shall be in accordancewith the Nomination and Remuneration Policy of the Company.