Asian Fertilizers Ltd.
|BSE: 524695||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE01OY01018|
|BSE 05:30 | 01 Jan||Asian Fertilizers Ltd|
|NSE 05:30 | 01 Jan||Asian Fertilizers Ltd|
|BSE: 524695||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE01OY01018|
|BSE 05:30 | 01 Jan||Asian Fertilizers Ltd|
|NSE 05:30 | 01 Jan||Asian Fertilizers Ltd|
Your Directors are pleased to present the 35 th Annual Report and the Company's Auditedfinancial statement for the financial year ended March 31 2020.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31 2020 is summarizedbelow:
(Rs in Lacs)
FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS:
The turnover of the Company was Rs. 4776.85 lakhs for the year ended March 31 2020 anincrease of 0.21% as compared to Rs. 4766.89 lakhs in the previous year. The Company'sProfit from Operations for the year ended March 31 2020 was Rs. 131.61 lakhs decrease of16.2 % as compared to Rs. 157.05 lakhs in the previous year.
2. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is presented in a separate section forming part of the Annual Report.
In order to conserve the resources of the Company the Board of directors has decidednot to recommend any dividend for the financial year 2019-20.
4. AMOUNTS TRANSFERRED TO RESERVES:
The Board discussed and decide to transfer the profit of the year in reserves account.
5. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in format MGT-9 for the financial year 2019-2020 isannexed with this report as "ANNEXURE -I".
6. NUMBER OF BOARD MEETING:
Four meetings of the Board of Directors were held during the year as on 18/05/201910/08/2019 02/11/2019 and 09/02/2020.
The gap between any of the two Board Meetings did not exceed more than four months.
Leave of absence was granted to the non-attending directors on their request and notedin the attendance register as well as in the minutes of the meetings.
7. ANNUAL GENERAL MEETING:
The Annual general meeting of the Company for the financial year 2018-19 was held on10/08/2019.
8. RELATED PARTY CONTRACT AND ARRANGEMENT OF THE COMPANY:
All the related party transactions that were entered during the financial year 2019-20were in the ordinary course of business of the Company and were on an arm's length basis.There were no materially significant related party transactions entered by the Companywith Promoters Directors Key Managerial Personnel or other persons which may have apotential conflict with the interest of the Company.
All such Related Party Transactions are placed before the Audit Committee for approvalwherever applicable. Prior omnibus approval is obtained for the transactions which areforeseen and repetitive in nature. A statement of all related party transactions ispresented before the Audit Committee on a quarterly basis specifying the nature valueand terms and conditions of the transactions.
The policy on dealing with Related Party Transactions has been framed by the Board ofDirectors with the prior approval of the Audit Committee.
All related party transactions entered by the Company were in the ordinary course ofbusiness and were on an arm's length basis form AOC-2 is annexed with this report as" ANNEXURE II" to the Director's Report.
The details of the transactions with Related Party are provided in the accompanyingfinancial statements.
9. AUDITORS & AUDITORS' REPORT:
(a) Statutory Auditors & Audit Report:
Pursuant to provisions of Section 139 of the Act and Rules made thereunder M/s RajeevPrem& Associates Chartered Accountants Kanpur (FRN: 008905C) were appointed asStatutory Auditors of the Company for a term of five years to hold office from theconclusion of the 33 rdAnnual General Meeting of the Company held on September 29th 2018till the conclusion of the 38 Annual General Meeting to be held in the year 2023. Theyhave confirmed that they are not disqualified from continuing as Auditors of the Company.
M/s. Rajeev Prem& Associates Chartered Accountants Kanpur submitted their reportfor the financial year ended March 31 2020. The observations of the auditors areexplained wherever necessary in appropriate notes to the accounts. Also there is noadverse comment in the Auditor's Report.
(b) Secretarial Auditor & Secretarial Audit Report:
The Board on recommendation made by the Audit Committee had appointed Mr. AwasheshDixit Practicing Company Secretary Kanpur to conduct Secretarial Audit for the F.Y.2019-20. The Secretarial Audit Report for the financial year ended March 31 2020 isannexed with this report as ANNEXURE III" to this Report. The SecretarialAudit report contains few qualification reservation adverse remarks or disclaimer.
Replies of qualification marks in Secretarial Audit Report are as follows.
i. The company has provided the facility of Demat of the shares to all theshareholders. However the process of Demat of shareholding including promoters is inprogress; Demat of shares are in process
ii Annual Report of the Company for the year 2018-19 in terms of Reg 34 of SEBI ListingRegulations was sent to Stock Exchange after due date;Company could not file theannual report in the prescribed time inadvertently and take care of this mistake in theyear 2019-20.
iii. Intimation regarding the resignation of Company Secretary in terms of reg 30 ofSEBIListing Regulations was filed with Stock Exchange after twenty four hours.
Management was in discussion with CS for continue their appointment.
(c) Cost Auditor:
M/s K. S. Bhatnagar and Associates Cost Accountants was appointed as the cost Auditorof the Company for the financial year ended March 31 2020 to conduct the audit of Costrecords of the Company. They been re-appointed as the Cost Auditor of the Company for thefinancial year ending on March 31 2021. Pursuant to provisions of section 148(3) of theAct read with Companies (Audit and Auditors) Rules 2014 as amended the remunerationpayable to Cost Auditors has to be ratified by the Members of the Company. Accordinglythe Board seeks ratification at the ensuing Annual General Meeting of the remunerationpayable to the Cost Auditor for the financial year ending on March 31 2021.
10. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS UNDER
The Particulars of loans Guarantees & Investments U/S 186 in format MBP-2 forthe financial year 2019-2020 has beenannexed with this report as "ANNEXURE-IV".
11. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
The Company would like to inform that no material changes and commitments affecting thefinancial position of the Company have occurred during the period from the end offinancial Year till the date of this report.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS ANDOUTGO:
a) Conservation of Energy
Since the operations of the Company are not energy intensive therefore it does notcall for any steps to be taken.
Therefore clause (i) (ii) & (iii) of Rule 8 are not applicable.
b) Technology Absorption
The Company has not imported any specific technology for its operations which are notupdated in India.
c) Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings: NIL
Foreign Exchange Outgo:$ 783000/-
13. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:
The Company would like to inform that the risks which threaten the existence of theCompany have been identified and accordingly a risk management framework has been createdand adopted by the Company. Further the internal auditor of the Company has been castedwith the responsibility of monitoring this framework and reports to the management the keyrisks affecting the business.
14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a. Appointment of Directors and Key Managerial Personnel:
Ms. Neha Sahu was appointedas Company Secretary of the Company w.e.f. 13/08/2018.
However she resigned from the post of Company Secretary of the Company w.e.f.02/01/2020.
No other director/s or KMP/s have been appointed or retired or resigned during thefinancial year 2019-20.
b. Retirement by Rotation:
Mr. Shobhit Matanhelia(Whole Time Director) is liable to retire by rotation and beingeligible offer himself for re-appointment in the ensuing AGM.
The brief resume of Mr. Shobhit Matanhelia (Whole Time Director) of the Companyretiring by rotation but seeking re-appointment at the ensuing Annual General Meeting isthe part of Annual Report. (Please see notes of AGM Notice)
15. INTERNAL FINANCIAL CONTROLS:
The existing internal financial control system is adequate and commensurate with thenature and size of the business of the Company. The internal auditors of the Company keepa follow up on the internal financial reporting and information dissemination of theCompany between the departments. The Audit committee of the Company interacts from time totime with the internal auditors of the Company regarding the adequacy of internalfinancial control system placed in the Company.
16. DECLARATION BY INDEPENDENT DIRECTOR:
All Independent Directors have given declaration under section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act 2013.
17. CSR ACTIVITIES:
Since the Company does not meet the criteria as defined under section 135 of CompaniesAct 2013 read with schedule. Therefore the provision relating to CSR Activities are notapplicable to the Company.
18. FORMAL ANNUAL EVALUATION OF BOARD OF DIRECTORS AND ITS COMMITTEES AND INDIVIDUALDIRECTORS:
a. Performance evaluation of the Board of Directors of the Company:
As per the evaluation criteria formulated by the Nomination and Remuneration Committeeof the Board Board of the Company has evaluated its own performance in context ofCompany's performance status of compliance carried out efforts made towards riskmanagement internal control code of conduct followed and maintained by them ethicalstandards met. Below are some of the criteria on the basis of which Board has made itsevaluation at specific intervals:
1) Size and composition of the Board of Directors of the Company as per Companies Act2013.
2) Diversity of thought experience knowledge perspective and gender in the Board ofDirectors of the Company.
3) Maintaining transparency in the entire Board processes.
4) Any deviations if any from the set goals of the Board and steps taken to controlsuch deviations.
5) Efficiency and effectiveness of the Board of Directors of the Company in carryingout its functions.
6) Timely flow of information among the Board of Directors.
7) Updation of knowledge of governing laws rules and regulations.
8) Independent judgement of each matter placed before the Board of Directors.
After evaluating its own performance Board is of the view that the performance of theBoard of Directors as a whole was satisfactory during the financial year 2019-2020.
b. Performance evaluation of the Committees of Board of Directors of the Company:
The Board of Directors of the Company evaluated the performance of each of itscommittees on the basis of various criteria such as composition of committee quantum andquality of information received by the committee members time spent for discussing thematter and reaching out the final decision efficiency and effectiveness of the decisionmaking of the committee members level of active participation of committee membersnumber of meetings attended by the members presence of the Chairman of the committee.
On the basis of the above criteria and the working procedure established by the Boardof Directors of the Company the Board is of unanimous consent that all the committees ofthe Company are working satisfactorily.
c. Performance evaluation of the Independent Directors of the Company:
As per the criteria formulated by Nomination and Remuneration Committee for theperformance evaluation of Independent directors the performance of each Independentdirector was evaluated by the entire Board of Directors but excluding the director beingevaluated. While evaluation the following things were taken into consideration:
1) Application of Independent judgment while taking decision as part of the Board ofDirectors of the Company.
2) Exercise of the responsibility in a bona fide manner in the interest of the Company.
3) Attendance in the meeting of Board of Directors and meetings of committees whereindependent director is a member.
4) Active participation in the familiarization programme conducted for the IndependentDirector.
d. Performance evaluation of the each individual director of the Company:
Further the Board evaluated during the year the performance of each Director takingeach of them as a separate individual in order to judge the contribution and efforts madeby them individually and the initiatives taken by them during the year. This helped theBoard of Directors in deciding whether to extend the tenure of director being evaluated.
19. COMIITTEES TO THE BOARD:
The Company has several Committees which have been established in Compliance with therequirements of the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board: A. Audit Committee B. Nomination& Remuneration Committee C. Stakeholders Relationship Committee
The details with respect to the composition of the committees No. and dates of themeeting of the committees and No. of meeting attended by each director of relevantCommittee are given in details below.
(A) AUDIT COMMITTEE:
In compliance and as per the requirements of Section 177of the Companies Act 2013 anAudit Committee has been constituted to monitor and supervise the Company's financialreporting process with a view to provide accurate timely and proper disclosures andfinancial reporting.
The Audit Committee consists of three directors out of which two are IndependentDirectors. Four meetings of Audit Committee were held during the year on 18.05.201910.08.2019 02.11.2019 and 09.02.2020. During the year all the recommendations made
Composition and attendance in Committee meeting during the year:
*The Chairman of the Committee was present at the last Annual General Meeting held on10th August 2019.
Company Secretary of the Company is acting as the Secretary to the Committee. The ChiefFinancial Officer is regular invitee to the meetings of the Committee.
a. ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM:-
The Company has established a vigil mechanism for directors and employees in compliancewith the provisions of Sub section 9 of Section 177 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 to report genuine concerns. Vigil mechanismshall provide for adequate safeguards against victimization of persons who use suchmechanism and make provision for direct access to the chairperson of the Audit Committeein appropriate or exceptional case.
The Company promotes ethical behavior in all its business activities and in line withthe best practices for corporate governance. It has established a system through whichdirectors & employees may report breach of code of conduct or suspected fraudunethical business practices illegality fraud and corruption etc. at work place withoutfear of reprisal. The Board designated and authorized Mr. Somil Matanhelia Whole timeDirector of the Company as Vigilance and Ethics Officer and Mr. G.N. Gupta Chairman ofthe Audit Committee to oversee the vigil mechanism. The functioning of the Vigil mechanismis reviewed by the Audit Committee from time to time. It may be noted that if any of themembers of the Committee do have a conflict of interest in any given case he/she torecues themselves and the others on the committee would deal with the matter on hand.
The Vigil mechanism shall provide for adequate safeguards against victimization ofemployees and directors who avail of the vigil mechanism and also to provide for directaccess to the Chairman of the Audit Committee and in case of repeated frivolous complaintsbeing filed by a Director or an employee the Chairman of the Audit Committee may takesuitable action against the concerned Director or employee including reprimand.
During the Financial Year 2019-2020 there was no complaint reported by any Director oremployee of the Company under this mechanism.
(A) NOMINATION& REMUNERATION COMMITTEE:
The Nomination and remuneration committee consists of three Non-Executive Directors outof which 2 are Independents. During the period 2 meetings of the Nomination andremuneration committee were held on 18.5.2019 and 2.11.2019
a. Composition and attendance in Committee meeting during the year:
b. NOMINATION AND REMUNERATION POLICY OF THE COMPANY:
In compliance with the provisions of Section 178 of the Companies Act 2013 theNomination and Remuneration Committee of the Board of Directors has formulated a policycomprising the criteria for determining qualifications positive attributes andindependence of a director and remuneration for the directors key managerial personneland other employees which have been approved and adopted by the Board. The criteriaformulated by the Nomination and Remuneration Committee is duly followed by the Board ofDirectors of the Company while appointing the directors Key Managerial Personnel andsenior management personnel in the Company.
I. Criteria for appointment of Directors in the Company:
1) Person of integrity with high ethical standards.
2) Person with knowledge skill and innovative ideas that can be beneficial to theCompany.
3) Interested in learning new things and updating the knowledge and skills possessed.
4) Person who can act objectively while exercising his duties.
5) Who believes in team spirit?
6) Who is responsible towards the work and can devote sufficient time and attention tothe professional obligations for informed and balanced decision making?
In respect of Managing Director Whole-time director and Independent director besidesthe general criteria laid down by Nomination and Remuneration Committee for all directorsthe criteria as mentioned in Companies Act 2013 have also been included.
II. Criteria for appointment of Key Managerial Personal and Senior Management Employee:
1) Person should be having the required educational qualification skills knowledgeand experience as required and necessary for the concerned post.
2) Person should be hardworking self-motivated and highly enthusiastic.
3) Person should be having positive thinking leadership qualities sincerity goodsoft skills and power of taking initiatives.
III. Remuneration policy of the Company:
The Remuneration policy of the Company has been framed by the Nomination and
Remuneration Committee in such manner that it can attract and motivate the directorskey managerial personnel and employees of the company to work in the interest of theCompany and to retain them.
1) Company has a policy to pay remuneration in such manner that the relationship ofremuneration to performance is clear and meets appropriate performance benchmarks.
2) It has been ensured while formulating the policy that remuneration to directors keymanagerial personnel and senior management should involve a balance between fixed andincentive pay reflecting short and long term performance objectives appropriate to theworking of the Company.
3) Remuneration to be paid to Managing Director/Whole-time Director shall be within thelimits specified under Companies Act 2013.
4) Increments to the existing remuneration may be recommended by the committee to theBoard of Directors.
(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
In compliance with the provisions of the Companies Act 2013 the StakeholdersRelationship Committee has been constituted by the Board for a speedy disposal ofgrievances / complaints relating to shareholders/investors. Four meetings of the Committeewere held during the year on 18.05.2019 10.08.2019 02.11.2019 and 09.02.2020.
Composition and attendance in Committee meeting during the year:
20. COMPLIANCE OFFICER:
Ms. Neha Sahu Company Secretary of the Company was designated as the ComplianceOfficer for complying with the requirements of the Securities Law and the ListingRegulation with the Stock Exchanges in India upto 02/01/2020. After that Mr. Ashok KumarMatanhelia Managing Director of the Company complete all the formalities as Complianceofficer of the Company.
21. INVESTOR GRIEVANCE REDRESSAL:
The Committee specifically looks into the shareholder redressal and investor complaintson matters relating to refund orders transfer of shares sub-division consolidation ofshare certificates issue of duplicate share certificates non-receipt of annual reportnon-receipt of declared dividends etc.Company has registered with SCROES and alsodesignated a mail id for investor firstname.lastname@example.org.
In addition the Committee advises on matters which can facilitate better investorservices and relations.
22. POLICY ON INSIDER TRADING:
The Company follows a strict code on prohibition of Insider Trading and the same hasbeen detailed to all the directors senior management and employees of the Company andavailable in Company website www.asianfetilizers.com and stock exchange websitewww.bseindia.com.
For ensuring the same the Company has formulated & adopted a code of practice& procedure for fair disclosure of Unpublished Price Sensitive Information as per SEBI(Prohibition of Insider Trading) Regulation 2015 andavailable in Company websitewww.asianfetilizers.com&stock exchange website www.bseindia.com.
23. CORPORATE GOVERNANCE:
The Provisions relating to Corporate Governance as enumerated in the Regulation 27 ofSEBI (Listing obligation & disclosure requirements) Regulation 2015 are notapplicable on the Company.
Thus the report on Corporate Governance needs notto be file with the Stock Exchange.
24. DISCLOSURE RELATED TO EMPLOYEES:
1. The ratio of the remuneration of each director to the median employee(s)remuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are open for inspection at the Administrative Office of the Companyin terms of the first proviso of Section 136 (1) of the Companies Act 2013 during thebusiness hours. Members who are interested in obtaining such particulars may write to theCompany and same will be furnished on request.
2. The provisions of Section 197 (12) and section 197(14) of the Companies Act2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration) Rules2014 as amended are not applicable to the Company.
25. LEGAL FRAMEWORK AND REPORTING STRUCTURE:
The Company would like to inform that a legal compliance tool has been installedvertically within the organization for monitoring and complying all laws applicable withthe Company. This tool is being overseen and supervised by the office of the CompanySecretary. Further the Company secretary has also been cast with the responsibility ofproviding a compliance certificate at the Board meetings held at the end of thequartersincluding the key non-compliances during the quarter.
26. COMPLIANCE OF SECRETARIAL STANDARDS:
During the financial year under review the Company has complied with the applicableSS-1 (SecretarialStandard on Meetings of the Board of Directors) SS-2 (SecretarialStandard on General Meetings) as issued by the Institute of Company Secretaries of India.
27 DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the requirements of Section 134(5) of the Companies Act 2013 it ishereby 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 Companyand for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
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; and
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.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. Change in share capital of the Company.
5. Change in the nature of the business of the Company.
6. Details of subsidiary joint venture or Associates Company.
7. Voluntary Revision of Financial Statements or Board's Report.
8. Amount transfer to investor education and protection fund.
9. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.
10. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
11. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
12. No fraud has been reported by the Auditors to the Audit Committee or the Board.
The Directors would like to express their sincere appreciation of the cooperation andassistance received from the Authorities Readers Bankers Credit Rating AgenciesDepositories Stock Exchanges Registrar and Share Transfer Agents Associates as well asour Shareholders at large during the year under review.
The Directors also wish to place on record their deep sense of appreciation for thecommitment abilities and hard work of all executives officers and staff who enabledCompany to consistently deliver satisfactory and rewarding performance even in thechallenging economic conditions.