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Agrimony Commodities Ltd.

BSE: 537492 Sector: Others
NSE: N.A. ISIN Code: INE567P01018
BSE 09:01 | 11 Apr Agrimony Commodities Ltd
NSE 05:30 | 01 Jan Agrimony Commodities Ltd
OPEN 0.00
PREVIOUS CLOSE 7.65
VOLUME 0
52-Week high 12.52
52-Week low 0.00
P/E 34.77
Mkt Cap.(Rs cr) 9
Buy Price 7.65
Buy Qty 20000.00
Sell Price 7.65
Sell Qty 610000.00
OPEN 0.00
CLOSE 7.65
VOLUME 0
52-Week high 12.52
52-Week low 0.00
P/E 34.77
Mkt Cap.(Rs cr) 9
Buy Price 7.65
Buy Qty 20000.00
Sell Price 7.65
Sell Qty 610000.00

Agrimony Commodities Ltd. (AGRIMONYCOMM) - Director Report

Company director report

To

The members of

Agrimony Commodities Limited.

Your Directors have pleasure in presenting the 29th Annual Report togetherwith the Audited Financial Statements for the year ended on 31st March 2020.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

Particulars Standalone Consolidated
2019-2020 2018-19 2019-2020 2018-19
Net Sales/ Income from Operations 10.40 211.41 11.04 212.84
Other Income 77.68 87.37 95.09 104.81
Total Income 88.08 298.78 106.13 317.65
Less: Expenditure (52.87) (281.08) (73.67) (306.12)
Profit/(Loss) before Interest & Exceptional Items 35.21 17.70 32.55 11.53
Less: Interest 10.26 9.03 10.28 9.07
Profit/ (Loss) after Interest before Tax & Exceptional Items 24.95 8.67 22.27 2.46
Exceptional Items (100.75) - (99.73) 0.95
Profit before Extraordinary Items and Tax (75.80) 8.67 (77.46) 3.41
Profit/(Loss) before Tax (75.80) 8.67 (77.46) 3.41
Less: Tax provisions 0.008 (4.79) 0.15 4.52
Profit/(Loss) After Tax (75.81) 3.88 (77.31) (1.11)
Add: Profit/(Loss) Brought Forward 177.04 173.16 157.34 158.46
Amount available for Appropriation/ (Loss) 101.23 177.04 80.03 157.34

2. STATEMENT OF COMPANY'S AFFAIRS:

The Income from operation for the financial year 2019-2020 for the year under reviewwas at Rs. 10.4 Lakhs compared to Rs. 211.41 Lakhs during the previous financial year2018-19. The company revenue has decreased by 95.08%. The EBIDTA excluding exceptionalitems stood at Rs. 72.16 lakhs during financial 2019-2020 as compared to Rs. 8.67 lakhsin the Previous Financial year 2018-19. The company has incurred loss of Rs. -75.81 Lakhas compared to profit of Rs. 3.87 lakh.

The Net Profit ratio is -728.94% in the current financial year (2019-2020) as comparedto 1.84% is previous year (2018-19). In value terms the Net Profit went down 20.54 timesfrom Rs. 3.87 Lakhs to -75.81 Lakhs.

3. SHARE CAPITAL:

During There is no change in paid up capital. The paid-up Equity Share Capital as atMarch 31 2020 was Rs. 113900000/-. During the year under review the Company has notissued shares with differential voting rights nor has granted any stock options or sweatequity.

4. DIVIDEND:

With a view to strengthen the financial position of the Company Your Board ofDirector's have not recommended any dividend for the financial year 2019-2020.

5. RESERVES:

The Company has not transferred amount to any reserve.

6. BOARD OF DIRECTORS:

6.1 Composition

The Board of the Company presently consists of 4 directors out of which 2 (Two) areindependent Directors.

6.2 Retirement by Rotation

Pursuant to the Clause 129 of the Articles of Association of the Company read withSection 152 of the Companies Act 2013 Mrs. Nalini Shetty is due to retire at the ensuingAnnual General Meeting and is eligible for re-appointment.

6.3 Independent Director

4- Declaration by Independent Director:

All the Independent Directors have given declarations that they meet the criteria ofindependence as lay down under Section 149(6) of the Companies Act 2013.

As per [Reg 25(8) & (9) of SEBI LODR AMENDMENT] Independent Director:

Independent Director provided at first board meeting a declaration confirming hisindependence.

Board to take on record such declaration and confirmation after undertaking assessmentof the veracity of the same.

6.4 Number of Meetings of the Board

During the year under review 5 (Five) Board Meetings were duly held. The interveninggap between the Meetings was not more than 120 days as prescribed under the Companies Act2013.

Sr. No. Date of Meeting

1 30/05/2019

2 01/06/2019

3 09/09/2019

4

5 03/02/2020

ATTENDANCE OF THE MEETING:

NAME DESIGNATION ATTENDANCE PARTICULARS
BOARD MEETINGS LAST AGM
ANADRAO BALKRISHNA GOLE Managing Director 5 YES
JAIRAJ VINOD BAFNA CFO (KMP) 5 YES
SURESH KULKARNI DATTATRAYA Independent Director 5 YES
NALINI SUBBANNA SHETTY Independent Director 5 YES

6.5 Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was held on 30.03.2020 inaccordance with the provisions of clause VII of the schedule IV of the Companies Act2013.

7. KEY MANAGERIAL PERSONNEL:

In terms of the provisions of the Act and in terms of the Memorandum and Articles ofAssociation of the Company Mr. Jairaj Bafna retires by rotation. The said Director hasoffered himself for re appointment and resolution for his re appointment is incorporatedin the Notice of the ensuring Annual General Meeting.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to the Directors' Responsibilities Statement it is hereby confirmed that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c. the directors had 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 directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

9. DISCLOSURES RELATED TO COMMITTEES/COMMITTEE RECONSTITUTION:

9.1 Audit committee

The Composition of the audit committee is in conformity with the provisions of theSection 177 of the Companies Act 2013 which comprises as follows:

Sr. Name of No. Members Designation

Number of Meetings during the Financial Year

Held Attended
1. Mr. Suresh Kulkarni Chairman & Independent Director 4 4
2. Ms. NaliniShetty Member & Independent Director 4 4
3. Mr. Jairaj Bafna Member 4 4

Company has conducted 4 (Four) Audit Committee Meeting during the year 2019-2020.

9.2 Nomination & Remuneration Committee

The Composition of the Nomination Remuneration committee is in conformity with theprovisions of the Section 178 of the Companies Act 2013 which comprises as follows:

Sr. No. Name of Members Designation Number of Meetings during the Financial Year
Held Attended
1. Ms. NaliniShetty Chairman & Independent Director 4 4
2. Mr. Suresh Kulkarni Member & Independent Director 4 4
3. Mr. Jairaj Bafna Member 4 4

Company has conducted 4 (Four) Nomination and Remuneration Committee Meeting during theyear 2019-2020.

9.3 Stakeholder Grievances Committee Minutes

The composition of the Stakeholder GrievancesCommittee is in conformity with theprovisions of the Section 178 of the Companies act 2013 which comprises as follows:

Sr. No. Name of Members Designation Number of Meetings during the Financial Year
Held Attended
1. Mr. Suresh Kulkarni Chairman & Independent Director 4 4
2. Ms. NaliniShetty Member & Independent Director 4 4

Company has conducted 4 (Four) Stakeholders Grievances Committee Meeting during theyear 2019-2020.

10. PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 and ScheduleIV of the Companies Act 2013 the board has carried out the annual performance evaluationof the Board as the whole various Committees of the Board and of the Directors. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The Directors expressed their satisfaction with the evaluation process.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of 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 criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as Transparency Performance etc.

In the separate meeting of Independent Directors performance of non- independentDirectors performance of the board as a whole and performance of the Chairman wasevaluated considering the views of the executive directors and non- executive directors.The same was discussed in the Board meeting that followed the meeting of independentdirectors at which the performance of the board its committee and individual Directorswas also discussed.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.

11. DEPOSITS:

The Company has not accepted any deposits covered under Chapter V of the Companies Act2013 during the financial year and as such no amount on account of principal or intereston deposits from public was outstanding as on 31st March 2020. The Company has no depositwhich is not in compliance with the provisions of Chapter V of the Companies Act 2013 andas the Companies (Acceptance of Deposit) Rules 2014.

12. SUBSIDIARY:

Pursuant to the provisions of Section 129(3) of the Act the Company has attached alongwith its financial statement a separate statement containing the salient features of thefinancial statement of the said wholly owned subsidiary in "Form AOC-1" which isannexed as "Annexure - A". Further pursuant to the provisions of Section 136 ofthe Act the financial statements of the Company consolidated financial statements alongwith relevant documents and separate audited financial statements in respect ofsubsidiaries are available on the website of the Company.

13. CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated under the provisions of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Consolidated Financial Statements have been preparedby the Company in accordance with the applicable Accounting Standards. The auditedConsolidated Financial Statements together with Auditors' Report form part of the AnnualReport.

14. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Company has reviewed the Internal Financial Control Report which has been submittedlast year by Internal Auditor which required management intervention and actions. Theactions taken by the management were reviewed by the internal auditor as per their reportfor the financial year 2019-2020.

The Board of Directors hereby report that that the same has been considered and properaction as envisaged has been taken.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY COMPANY:

During the year under review your company has granted loans to the extent ofRs.101625543 out of which Rs. 3600000 has been invested in Wholly Owned subsidiaryi.e. Advantage Commodities Pvt. Ltd. and is following the provisions of Section 186 of theCompanies Act 2013.

During the year under review your Company has not given any guarantee to any personfalling under ambit of Section 186 of the Companies Act 2013.

16. PARTICULARS OF CONTRACTS OR ARRANAGEMENTS WITH RELATED PARTIES:

All related party transactions made during the financial year 2019-2020 were on arm'slength basis and were in the ordinary course of business. All transactions with relatedparties are placed before the Audit Committee as also the Board for approval. Prioromnibus approval of the Audit Committee is obtained for the transactions which are ofafore seen and repetitive nature.

The transactions entered into pursuant to the omnibus approval so granted are auditedand a statement specifying the nature value and terms & conditions of all relatedparty transactions is placed before the Audit Committee and the Board of Directors fortheir approval on a Half yearly basis.

All transactions entered into with related parties during the year were on an arm'slength basis and were in the ordinary course of business. Accordingly there are notransactions that required to be reported in Form AOC-2.

17. EXTRACT OF ANNUAL RETURN:

As per Companies Act 2013 section 134 Companies was required to prepare MGT-9 extractof Annual Return and such MGT-9 was required to file with Directors Report.

However this provision has been amended by Companies Amendment Act 2017 w.e.f.31.7.2018 i.e. as per notification dated 31st July 2017 provision in relation to MGT-9has been removed from Section 134 and a new provision is added i.e. "the web addressif any where annual return referred to in sub-section (3) of section 92 has beenplaced".

Therefore one can opine that MGT-9 is not required to prepare by any Company ifDirectors Report approved in Board Meeting on or after 31st July 2018.

Therefore the web address of the company wherein the annual return referred above isplaced is "http://www.agrimonycommodities.com".

Additionally for being Corporate Hygiene the Company has also provided with theExtract of Annual Return in Annexure B under Form MGT 9.

18. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial positionof the Company which has occurred between the end of financial year of the Company andthe date of this Report.

19. RISK MANAGEMENT POLICY:

During the year under review the Company has identified and evaluated elements ofbusiness risk. Business risk inter alia further includes fluctuations in foreignexchange Raw Material Procurement risk Environmental & Safety Risk Working CapitalRisk Market Risk and Business Operations Risk. The risk management framework defines therisk management approach of the Company and includes periodic review of such risk and alsodocumentation mitigating controls and reporting mechanism of such risks. The Board ofDirectors and senior management team currently assess the operations and operatingenvironment to identify potential risks and take necessary mitigation actions.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS /TRIBUNALS:

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

21. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributes andother matters provided under sub section (3) of section 178 of the Companies Act 2013. TheCompany's Remuneration Policy for Directors Key Managerial Personnel and other employeesis available on Company's website at www.agrimonycommodities.com and also enclosed as"Annexure - B".

22. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 para C of Schedule V relating to Corporate Governance Report shall notapply to company listed on SME Exchange. The Company being a company listed on BSE SMEPlatform preparation of corporate governance is not applicable.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015Management Discussion and Analysis is set out in the Annual Report as"Annexure-D".

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A. Conservation of energy technology absorption:

As the Company does not fall under any of the industries listed out in the Scheduleappended to the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules 1988 particulars required to be disclosed with respect to conservationof energy and technology absorption are not applicable to the Company.

The operations of your Company are not energy intensive. Your Company takes variousmeasures to reduce energy consumption by using energy-efficient computer systemselectrical and electronic equipment and procuring energy efficient equipment and gadgetsin its operation. As an ongoing process your Company evaluates new technologies andtechniques to make its infrastructure more energy efficient.

B. Foreign Exchange Earning/Outgo:

The Company has no Foreign Exchange Earning/ Outgo in Financial Year 2019-2020.

25. AUDITORS:

25.1 Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. V. R. Bhabhra& Co. Chartered Accountantsbearing Registration No.112861W hold office up to the conclusion of the Annual Generalmeeting to be held in the year 2022. The Company has received a certificate from the saidauditors that they are eligible to hold office as the Auditors of the company.

The Ministry of Corporate Affairs vide their notification dated 7th May2018 has amended the Section 139 of the Companies act 2013 by omitting the necessity ofratification of the appointment of the Statutory Auditors by members of the Company atevery subsequent Annual General Meeting. In order to align with the amended Section 139the relevant subject matter is included in the notice of the ensuring Annual GeneralMeeting for seeking approval of the members.

There are no qualifications reservations or adverse remark in the Audit Report andInternal Financial Control Report issued by the Statutory Auditor of the Company forFinancial year ended 31st March 2020.

Submission for the Key Audit Points as specified in the Independent Auditors' Report:

• Uncertain Tax positions:

• Income Tax: The Company has filed an appeal with Commissioner of Income Tax andas per the expert opinion received the Management is confident that the Company wouldsucceed in the Appeal.

• Sales Tax: The Company has filed an appeal and Likely to succeed in the appeal.

• Debtors and Creditors: The Company has recovered debtors which was due for morethan 3 years. Also Management is in discussion with creditors which are due for a year tosettle them by assigning debts which shall be finalized within a few days.

25.2 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. HD & Associates Company Secretaries (C.P. No. 21073) to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure - E" and forms an integral part of this report.

There are no qualifications reservations or adverse remark or disclaimer made by theauditor in their Report.

26. MANAGERIAL REMUNERATION:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith and marked"Annexure - F".

27. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.1.02 Crores per year to be disclosed in the Report of Boardof Directors are not applicable to the Company since none of the employee was in receiptof remuneration in excess of Rs. 1.02 Crores during the financial year 2019-2020.

28. DISCLOSURE OF ANTI SEXUAL HARASSMENT POLICY AND INTERNAL COMPLAINTS COMMITTEE:(SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT2013):

The Company has formulated and implemented a policy on prevention of sexual harassmentat workplace with a mechanism of lodging complaints. The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition &Redressal) Act 2013. The Company hasconstituted the Internal Complaint Committee to consider and resolve all sexual harassmentcomplaints. During the year under review no case was reported under Section 22 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

CSR related provisions of the Companies act 2013 do not apply to the Company as theCompany does meet profit turnover or net worth criteria prescribed in this regard. Sincethe CSR norms are not applicable to the Company the disclosures as per Rule 9 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 are not required to bemade.

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established the Vigil Mechanism Policy/ Whistle Blower Policy for theDirectors and employees for reporting the genuine concerns and grievances significantdeviations from the key managerial policies and reports any non-compliance and wrongpractices e.g. unethical behavior fraud violation of law inappropriate behavior/conduct etc.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time totime. None of the directors or employees has been denied access to the Audit Committee ofthe Board.

The Vigil Mechanism Policy/ Whistle Blower Policy is uploaded on the Website of theCompany at www.agrimonycommodities.com.

31. ACKNOWLEDGEMENTS:

The Directors wish to thank and deeply acknowledge the co ? operation assistance andsupport extended by various Government Authorities Company's Bankers Dealers VendorsCustomers Suppliers Shareholders Stock Exchange and others who have supported thecompany during its difficult time and hope to receive their continued support.

The Directors also wish to place on record their appreciation for the all-round coDoperation and contribution made by employees at all levels.

By Order of the Board of Directors
For Agrimony Commodities Limited
Anandrao Gole
Place: Mumbai Chairman & Managing Director
Date: December 08 2020 DIN:06668955

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