Your Directors have pleasure in presenting the 35th Annual Report on the business andoperations of the
31st March 2018.
Highlights/Performance of the Company:
|Particulars ||Year Ended 31st March 2018 ||Year Ended 31st March 2017 |
|Sales & other income ||16872.70 ||20792.07 |
|Pnofit/Ooss) before depreciation financial exps tax & other adjustments ||1483.81 ||1687.02 |
|Less: financial expenses ||608.06 ||873.05 |
|Profit/(loss) before depreciationtax & other adjustments ||875.74 ||813.97 |
|Less: depreciation ||284.03 ||274.56 |
|Profit before tax & other adjustments ||591.71 ||539.41 |
|Extraordinary items Provision for tax: ||- || |
|Current tax ||(173.84) ||(115.36) |
|Deferred tax ||(34.39) ||(51.46) |
|Net profit/loss after tax ||383.48 ||372.59 |
|Add: Profit brought forward ||2529.07 ||2361.49 |
|Opening balance of retained earnings ||- ||- |
|Profit available for appropriation ||2912.55 ||2734.08 |
|Less: dividend ||- ||128.14 |
|Less: tax on proposed dividend ||- ||26.12 |
|Less: tax on dividend ||- ||- |
|Transfer to general reserve ||19.18 ||16.94 |
|Other comprehensive income for the year net of income tax ||9.55 ||33.81 |
|Surplus carried forward to balance sheet ||2883.82 ||2529.07 |
State of Company's affairs
During the period under review your company has earned revenue from operations andother income of ' 16872.70 lacs with a net profit of ' 383.48 lacs. The net profit hasshown a positive impact despite the compact turnover when compared to last financial year.To combat the continued experience in the sluggish market and to minimize the impact ofall this company intends to focus on strengthening the distribution network growing inweaker geographies and continuously striving for product innovation. Your Company willcontinue to scout for opportunities to enter new categories in food and in newgeographies.
We continue to strengthen and drive our analogy of products by entering into categoryof cereals liquid food and Whole Wheat Atta with our base material. New categoryextensions have been made in Vermicelli Macaroni Spaghetti and Pasta variants. Severalopportunities are also in pipeline.
We continue to strive for overall value addition to existing and preventingingredients.
Your Directors are pleased to recommend a dividend of 16% for the period of 31 st March2018 dividend if approved would absorb a sum of ? 12814154 plus dividend tax of ?2608725. The Dividend if approved at the ensuing Annual General Meeting will be paidto all eligible equity shareholders of the Company whose names appear in the register ofmembers as on the record date.
Your Company proposes to transfer ? 1917382 to General Reserve for the financial yearended 31 st March 2018
The Paid-up Share Capital of the Company as on 31 st March 2018
Number of Meetings of the Board of Directors
During the year ended 31st March 2018
The dates on which the Board Meetings were held are 23rd May 2017 6th July 2017 12thAugust 2017 9th September 2017 13th November 2017 28th November 2017 and 13th February2018. The maximum time gap between any two consecutive meeting was within the periodprescribed under the Companies Act 2013 and SEBI (LODR) Regulations 2015.
Directors Responsibility Statement as required under Section 134 of the Companies Act2013
Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:
i) that in the preparation of the Annual Accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2018
iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) that the Directors have prepared the Annual Accounts for the Financial Year ended31st March 2018 going concern basis;
v) that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Statement on compliances of applicable Secretarial Standards
Pursuant to para 9 of the revised secretarial standards the Board herewith confirms tocomply with all the
Statement on Declaration given by Independent Directors under Sub-Section (6) ofSection 149
The independent directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Ad 2013 stating that they meet the criteriaof independence as provided in sub-sedion(6).
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of the following Directors namelyMr. S. Nageswara Rao Chairman Dr. S. Venkataraman and Dr. Lalitha Ramakrishna Gowda asmembers.
Brief description of terms of reference:
- identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardfortheir appointment and removal;
- carry on the evaluation of every director's performance; formulation of the criteriafor determining qualifications positive attributes and independence of a director
- recommend to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees;
- formulation of criteria for evaluation of Independent Directors and the Board;
- devising a policy on Board diversity; and
- any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objectives of the Policy
1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
2. To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies.
3. To carry out evaluation of the performance of Directors.
4. To provide them reward linked directly to their effort performance dedication andachievement relating to the Company's operations.
5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
Particulars of Contracts or Arrangements with Related Parties Referred to inSub-Section (1) of Section 188
The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014 and the same is enclosed as Annexure - 1 to this Report. The policy on RelatedParty Transactions is available on the Company's website at http://bambinoagro.com/wp-content /uploads/2015/12/RPT-POUCY.pdf
Extracts of Annual Return
The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Ad 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure -2 to this Report
The conservation of energy technology absorption foreign exchange earnings and outgopursuant to provisions of Section 134(3)(m) of the Companies Act; 2013 (Act) read with theCompanies (Accounts) Rules 2014
Information with resped to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Ad read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure - 3 to this Report
Risk Management Policy
The Company has laid down the procedure for risk assessment and its mitigation throughan internal Risk Committee. Key risks and their mitigation arising out of reviews by theCommittee are assessed and reported to the Audit Committee on a periodic basis. The RiskManagement Policy details the Company's objectives and principles of Risk Management alongwith an overview of the Risk Management process procedures and related roles andresponsibilities.
Corporate Social Responsibility
The brief outline of the corporate social responsinility (CSR) of the company are theintiatives undertaken by the Company on CSR activites during the year are set out inAnnexure -4 of this report is in the fbmat prescribed in the Companies (Corporate SocialResponsibility) rules 2014 for other details regarding CSR committee please referCorporate governance report
Pursuant to the provisions of Section 135 of the Companies Act 2013 and the Rules madethereunder on the recommendation of the Committee the Board has in place CorporateSocial Responsibility ('CSR') policy and the same is available on the website of theCompany "www.bambinoagro.com.
Company has spent the prescribed amount of ? 12.50
Poverty and malnutrition and promoting healthcare. The details on CSR activities areprovided in Annexure - 4 and forms part of this report
Pursuant to the provisions of the Companies Ad 2013 and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance and the performance of the individualDirectors as well as the evaluation of the working of its Committees. The manner in whichthe evaluation was carried out has been detailed in the Corporate Governance Report
Ms. Myadam Shirisha (DIN No. 07906214) Director of the Company retires by rotation andbeing eligible offers herselffor re-appointment.
Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the year.
The Board of Directors of the Company on recommendation of Nomination and RemunerationCommittee at its meeting held on 30th July 2018 appointed Mr. S.S.N. Murthy as AdditionalDirector of the Company up to the date of ensuing AGM. Board further recommendsappointment of Mr. S.S.N. Murthy as Director - Finance for a period of 3 years w.e.f. 13thAugust 2018 on a remuneration of '. 700000/- per month. Necessary resolutions seekingapproval of members for appointment have been incorporated in the Notice of Annual GeneralMeeting.
Mr. Sanjay Baral Director - Sales & Marketing resigned from the Board on 30th July2018.
Mr. S Nageswara Rao Dr. S Venkataraman and Dr. Lalitha Ramakrishna Gowda continue asIndependent Directors on the Board of the Company. The terms and conditions of appointmentof Independent Directors are as per Schedule IV of the Act They have submitteddeclarations that each of them meets the criteria of independence as provided in Section149(6) of the Act and there has been no change in their status as Independent Directorduring the year.
For Directors seeking appointment/re-appointment in the forth coming Annual GeneralMeeting of the Company the particulars as required to be disclosed in accordance withReg. 36 of SEBI (LODR) Regulations 2015 is provided in notice of Annual General Meeting.
The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013.
Loans Guarantees and Investments
During the year the Company has not given any loans guarantees or made anyinvestments covered under the provisions of section 186 ofthe Companies Act 2013.
The details of investments made by company are given in the notes to the financialstatements.
AUDITORS Statutory Auditors
At the 34th Annual General Meeting held on 29th March 2018 M/s. Kumar & GirlChartered Accountants (FRN No. 001584s) were appointed as Statutory Auditors of theCompany to hold office for a period of 5 consecutive years till the conclusion of 39thAnnual General Meeting (subject to ratification by the shareholders at each Annual GeneralMeeting).
In terms of first proviso to Section 139 of the Companies Act 2013 the appointment ofthe Auditors shall be placed for ratification at every Annual General Meeting. HoweverCompanies (Amendment) Act 2017 omitted the first proviso to section 139 of Companies Act2013 that required ratification of appointment of Auditors at every Annual GeneralMeeting.
Accordingly M/s. Kumar & Giri Chartered Accountants will continue as StatutoryAuditors of the company till conclusion of 39th Annual General Meeting of the Company.
Pursuant to the provisions of Section 204 ofthe Companies Ad 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Chandrakanth Gorak Practicing Company Secretary (CP No. 11346) to undertakethe secretarial audit ofthe company. The Secretarial Audit Report is annexed herewith asAnnexure 5'.
Report of the Statutory Auditors for the year does not contain anyqualification reservation or adverse remark of disclaimer or reporting of any offence orfraud.
The Secretarial Audit Report does not contain any qualification reservation oradverse remark of disclaimer. Cost Audit
The Company is not required to maintain any cost records pursuant to the 148 of theCompanies Act 2013.
The details pertaining to the role objective and composition of the Audit Committeeare included in the Corporate Governance Report which is part ofthe Annual Report for theyear.
There is no such incidence where Board has not accepted the recommendation ofthe AuditCommittee during the year under review.
A separate report on Corporate Governance and Management Discussion and Analysis isannexed as part of the Annual Report along with the Auditor's Certificate on itscompliance.
The SEBI (LODR) Regulations 2015 mandated the formulations of certain policies for alllisted companies. All the corporate policies are available on the company'swebsite:www.bambinoagro.com. The policies are reviewed periodically by the Board andupdated based on need and new compliance requirement
The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the audit committee inexceptional cases.
Statement of particulars of appointment and remuneration of managerial personnel
The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure - 6 to this Annual Report There are no employees who are eitheremployed for the whole/Part of the financial year are in receipt of remuneration exceeding? 8.5 lacs per month or ? 102 lacs per annum as stipulated under Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The information required pursuant to section 197(12) of the Companies Act 2013(appointment & remuneration of managerial personel) rules 2014 is annexed herto asannexure-6a statement showing names & other particulars of the top ten employees &employees drawing Remuneration in excess of the limits prescribed under 5(2) of the saidrule is also annexed to the Director's report as annexure 7 however as per the provisionsof section 136(1) of the companies ad 2013 the annual report is being sent to all themembers excluding the aforesaid statement The statement is available for inspection at theregistered office of the company during the working hours.
Internal Control Systems and their adequacy
The Company has an adequate internal control system commensurate with the size andcomplexity of the organization. The Company has undertaken a comprehensive review of allinternal control systems to take care of the needs of the expanding size of the Companyand also upgraded the IT support systems. A system of internal audit to meet the statutoryrequirement as well as to ensure proper implementation of management and accountingcontrols is in place. The Audit Committee periodically reviews the adequacy of theinternal audit fundions.
Indian Accounting Standards (IND AS)
The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 12017 pursuant to Ministry of Corporate Affairs notification of the Companies (IndianAccounting Standards) Rules 2015. The financials for the financial year 2017-18 werepresented as per the Ind As format.
Change in the nature of business
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
No Significant and material orders passed by the regulators or courts or tribunalsimpading the going concern status and company's operations in future.
Material changes and commitments
There are no Material changes and commitments in the business operations of the Companyfrom the Financial year ended 31st March 2018
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Ad 2013.
During the financial year ended 31st March 2018the Company has not received anyComplaints pertaining to Sexual Harassment
Pursuant to the provisions of SEBI (LODR) Regulations 2015 a declaration by theManaging Diredor of the Company declaring that all the members of the Board and the SeniorPersonnel of the Company have affirmed compliance with the Code of Condud of the Companyis enclosed.
Your Diredors wish to place their sincere appreciation for the support and co-operationthat the Company has received from its Shareholders Bankers Customers SuppliersStockists Selling Agents Central and State Governments various Statutory Authoritiesand others associated with the Company.
Your Diredors also wish to place on record their appreciation to employees at alllevels for their commitment hard work and dedicated support
| ||For and on behalf of the Board of Directors of Bambino Agro Industries Limited |
| ||M. Kishan Rao |
|Place: Secunderabad ||Chairman and Managing Diredor |
|Date: 30th July 2018 ||DIN No. 02425967 |