Your Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2020.
1. FINANCIAL RESULTS.
|(Rs in Lacs)|
|2. Profit before Interest &||49.11||(33.57)|
|5. Profit Before Tax & Extra-ordinary items||46.91||(35.59)|
|6. Tax Provision (Net of Deferred Tax)||0.00||49.44|
|7. Profit After Tax||46.91||(85.04)|
|8. Extra-Ordinary Items||0.00||0.00|
|9. Profit available for Appropriation||46.91||(85.04)|
|10 Balance carried to Balance Sheet||46.91||(85.04)|
2. COMPANY'S PERFORMANCE AND OPERATION.
The turnover of the Company during the financial year was INR 38.39 Lacs as against last year's 16.58 Lacs. The increase is attributable to added yield in mango production. The operations of the company have been minimal during the year. However your Company is also contemplating putting the land to alternate use to enhance business.
Since the Company has not commenced operations in the new role the Directors have not recommended any dividend for the financial year 2019-20.
The company has not accepted any fixed deposits during the year under review.
5. SHARE CAPITAL.
The paid up equity share capital as on 31st March 2020 was RS 59400000/- divided into 5940000 equity shares of face value of 10/- each. There was no public issue rights issue bonus issue or preferential issue etc. during the has not issued shares with differential voting rights sweat equity shares nor has initiated any stock options.
6. FINANCIAL STATEMENT.
Full version of the Annual Report 2019-20 containing complete Balance Sheet Statement of Profit & Loss other statements and notes thereto prepared as per the requirements of Schedule III to the Companies Act 2013 Directors' Report (including Management Discussion and Analysis Corporate Governance Report) are being sent via email to all shareholders who have provided their email address (es). Full version of Annual Report 2019-20 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Company`s website at www.agri-tech.in.
7. STATUTORY AUDITORS AND AUDITORS REPORT.
At the Annual General Meeting held on Authorized signatory 24th August 2017 M/s Ashok R Majethia Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 6th Annual General Meeting to be held.
The statutory auditors report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review. Pursuant to Section 139 (2) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014 the Company at its Annual General Meeting (AGM) held on 24th August 2017 had appointed M/s Ashok R Majethia Chartered Accountants as Statutory Auditors to hold office from the conclusion of 6th AGM of the Company subject to ratification by shareholders every year as may be applicable. However the Ministry of Corporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted the requirement under first proviso to section 139 of the Companies Act 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules 2014 regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM.
8. AUDITORS' REPORT.
Explanation to Point 4 of the Independent Auditors Report: - The Company has not made a provision for Interest for the year on loans and business advances given to related parties since the advance is made for long term business exigencies/ purposes.
9. INTERNAL AUDITORS.
The Board of Directors of the Company has appointed M/s. Manpreet Khurana & Co Chartered Accountants (up-to 31st October 2019) as Internal Auditors and M/s M.K. Ghatiya and Associates Company Secretaries (from 1st November 2019) to conduct Internal Audit of the Company for the financial year ended 31st March 2020. The Internal Audit reports are being reviewed by the Audit Committee of the Company.
10. SECRETARIAL AUDIT REPORT.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014 the Board of Directors have appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2020. The Secretarial Audit Report issued by M/s. Neha P Agrawal Practicing Company Secretaries in Form MR-3 is annexed to this Board's Report as Annexure IV.
The Company does not have any subsidiary within the meaning of the Companies Act 2013.
12. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.
According to Section 134(5) (e) of the Companies Act 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Rule 8 (5) (viii) of Companies (Accounts) Rules 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board`s report. The Company has a well placed proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised recorded and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.
13. DIRECTORS' RESPONSIBILITY STATEMENT.
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 the Board of Directors hereby confirms that
i. In the preparation of the annual accounts the applicable accounting standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2020 and of the profits of the Company for that period.
iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities to the best of its knowledge and ability. There are however inherent limitations which should be recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.
vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
14. DIRECTORS & KEY MANAGERIAL PERSON.
Director Retires by rotation.
Mrs. Jeevanlata Kagliwal (holding DIN 02057459) retires by rotation under Section 152 of the Companies Act 2013 and being eligible offers herself for re-appointment.
The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act 2013 are as follows:
|Mrs. Sweta Kagliwal||-Managing Director|
|Mr. Rajendra Sharma||-Chief Financial Officer|
|Mrs. Reshma Talbani||-Company Secretary|
15. DECLARATION OF INDEPENDENT DIRECTOR.
The Independent Directors have submitted the declaration of independence as required pursuant to section 149 (7) of the Companies Act 2013 stating that they meet the criteria of Independence as provided in sub section (6) of Section 149.
16. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR.
The details of the familiarization programme for the Independent Directors is reported in the Report on Corporate Governance which is attached to the Board's Report.
17. NUMBER OF MEETINGS OF THE BOARD.
Four meeting of the Board were held during the year. The dates on which the Board meetings were held are 30th May 2019 05th August 2019 13th November 2019 24th January 2020.The details of attendance of Board meetings and Committee meetings held during the Financial Year 2019-20 forms part of the Corporate Governance Report.
18. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEE AND INDIVIDUAL DIRECTORS.
Pursuant to applicable provisions of the Companies Act 2013 and the Listing Regulations 2015 the Board in consultation with its Nomination & Remuneration Committee has formulated a framework containing inter-alia the criteria for performance evaluation of the entire Board of the Company its Committees and Individual Directors including Independent Directors. The detailed information in this regard has been given in the Corporate Governance Report.