Your Board of Directors ("Board") is pleased to present the Thirty-ThirdAnnual Report of CIAN Agro Industries & Infrastructure Limited ("CIAN" or"the Company" or "your Company") for the financial year ended March31 2020 ("the year under review" or "the year" or "Fy20").
In compliance with the applicable provisions of Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) thereof for time being in force) ("theAct") and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("the SEBI Regulations") this reportcovers the financial results and other developments during the financial year April 12019 to March 31 2020 and upto the date of the Board meeting held on December 04 2020 toapprove this report.
1. FINANCIAL PERFORMANCE :
Financial results for the year ended March 31 2020 are presented in the table below:ngcompetition.
(Rs. In Lacs)
| ||Standalone ||Consolidated ||Standalone |
|Particulars || || || |
| ||2018-19 ||2018-19 ||2019-20 |
|Revenue from Operations ||13307.63 ||15615.47 ||21213.19 |
|Other income ||43.59 ||39.70 ||183.44 |
|Total Income ||13351.22 ||15655.17 ||21396.64 |
|Depreciation ||243.64 ||477.31 || |
|Interest & Financial Expenses ||647.47 ||1032.07 ||1355.38 |
|Total Expenses ||12783.18 ||15377.83 ||20931.28 |
|Profit before Exceptional items and tax ||568.04 ||277.34 ||465.36 |
|Profit /(Loss) Before Tax ||568.04 ||277.34 ||465.36 |
|Tax expense ||107.21 ||169.37 ||100.91 |
|Profit /(Loss) After Tax ||460.83 ||107.97 ||364.45 |
2. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
As per the order of Hon'ble National Company Law Tribunal Mumbai Bench on 12th June2020 approved the Scheme of Merger by absorption of Jairam Infraventure Private (WOS)Limited Purti Agrotech Limited (WOS) and\ Jupiter Metal Products Private Limited (StepDown Subsidiary) with the company w.e.f. 01st April 2019. Hence as on 31st March 2020the Company does not have any subsidiary or associate companies therefore preparation ofonsolidated Financial Statements is not applicable to the Company.
Benefits of Merger
The merger of the Subsidiary Companies shall result in consolidation of the existingdivisions of the Company which will lead to greater efficiency in overall combinedbusiness including efficiency of operations cash flow management increased asset basefor the purpose of development of businesses of the combined entity enhancing growthopportunities and maximize shareholders value.
The merger will provide for more productive and optimum utilization of variousresources by pooling of the managerial technical and financial resources of theTransferor Companies and the Transferee Company which shall minimize the administrativecompliances and fuel the growth of the business thereby helping effectively address theever growing competition.
The merger will also result in tapping common customer base and unifying businesseswhich are complementary and attend to a common target audience. Therefore the TransferorCompanies and Transferee Company intend to/ can achieve larger product portfoliooptimisation of logistics and distribution network and other related economies of havingcomplimentary businesses under a combined legal entity.
As a effect of this Merger a separate statement containing the salient features of thefinancial statements of Wholly-owned subsidiary Companies of the Company in form AOC-1 isnot applicable.
The financial statement of the company and their related information are uploaded onthe website of your Company and can be accessed using the linkhttp://www.cianindustries.com/investors documentation and the same are available forinspection by the Members at the Registered Office of your Company during business hourson all working days except Saturdays and Sundays up to the date of the 33rd Annual GeneralMeeting ("33rd AGM") as required under Section 136 of the Act. Any Memberdesirous of obtaining a copy of the said financial statements may write to the CompanySecretary at the Registered Office Address.
3. OPERATIONS OF THE COMPANY:-
The Gross Revenue from operations for FY 2019-20 is Rs. 21396.64 Lakhs (Previous YearRs. 15615.47). The Net Profit for the year stood at 465.36 Lakhs against Rs. 271.07 Lakhsreported in the Previous Year. The Company's business has reached a new high of Rs. 213.96Crore with a 35.84% growth over Prior Year driven by robust growth supported by newaggressive new marketing strategies. The steady growth of the business reflects thecontinued solid progress being made by the Company to be amongst Central India's bestperforming most respected FMCG Companies.
In the last month of FY 2020 COVID-19 declared by the World Health Organization aglobal pandemic developed rapidly into a global crisis forcing governments to enforcelock-downs of all economic activity. The Ministry of Home Affairs vide order no. 40-3/2020-DM-I (A) dated March 24 2020 announced a nation-wide lockdown as a measure tocontain the spread of Covid-19. For the Company the focus immediately shifted to ensuringthe health and well being of all employees and on minimizing disruption to the operationsof the Company. The Company immediately adopted a 'Work from Home' model for all itsoffice-based employees. Owing to the lockdown the manufacturing operation and supply chainwas impacted in the second half of March 2020.
However being in the manufacture of food products covered under essential supplies theCompany has since then seen a steady improvement in the supply chain with increasedregulator support and labor availability. The Company is closely monitoring the impact ofthe pandemic on all aspects of its business and is taking appropriate measures andensuring full compliance with the directives issued by the Government in this regard. As aresponsible member of the communities that it operates in the Company has complied withthe various Covid-19 instructions issued by the Government. A diversified foods portfolioas a result of continued innovation will help in navigating the challenges presented byCovid-19.
Segment wise reviews of operations of the Company are as follows:
i) Agro Division :
During the Financial year 2019-20 under review revenue from Agro Division of theCompany is Rs. 14687.31 Lakhs as compared to previous financial year of Rs. 12429.64Lakhs.
During the financial year under the review Cian is bestowed with accreditations likeISO 9001:2015 ISO 22000:2018 and Halal Certifications. CIAN is committed to deliveringsuperior and differentiated products that create value for the Indian consumer. Some ofthe differentiated products of best international standards include CIAN Spices offeringconsumers and future generations a safer and better product. Your Company's FMCG brandshave achieved impressive market standing in a relatively short span of time.
The Company is planning to expand its reach in International Markets through itswholly-owned subsidiary "Cian Agro Limited" at Russia. The said subsidiary wasincorporated on August 13 2020.
ii) Health and Personal Care Division :
During financial Year 2019-20 under review Revenue from operation of Healthcaredivision of the Company is Rs. 252.48 Lakhs as compared to previous year of financial yearof Rs. 170.65 Lakhs.
The Company is planning to expand and automise its Bio-Detergent Manufacturing facilityat Dhapewada in Nagpur District. The Company is also working on building Brand"Neu" for Home-Care Range. The Company has also applied for Patent for its SugarPolymer based Surfactants which will be a vital ingredient for Neu: Bio Detergent Range.
iii) Infra Division:
During the Financial Year 2019-20 under review Infrastructure Division has recordedturnover of Rs. 6042.97 Lakhsas compared to the previous year' of Rs. 2914.09 Lakhs.
Company's Aluminium processing unit has now equipped with Aluminium Alloy Ingotmanufacturing facility consisting of Rotary Furnaces. The Company has also started thesupply of Aluminium Alloy Ingots to various renowned Customers engaged in ComponentManufacturing.
4. CHANGE IN NATURE OF BUSINESS:
Due the effect of Merger of Wholly-Owned Subsidiaries with your Company there have beenmaterial changes which has positively affecting the financial position of your Company.Businesses of the Wholly-Owned subsidiaries shall be added to the existing divisions ofyour company as mentioned below:
|Sr. No. ||Name of WOS ||Business of WOS merged with the existing divisions of CIAN |
|1 ||Jairam Infraventure Pvt. Ltd. ||Infra Division |
|2 ||Purti Agrotech Limited ||Agro Division |
|3 ||Jupiter Metal Products Pvt. Ltd. ||Infra Division |
5. SHARE CAPITAL:
As at March 31 2020 the Authorised Share Capital of the Company was Rs.300000000/-. The paid-up Share Capital of the Company is Rs. 279858950/- dividedinto 27985895 Equity shares of face value of Rs. 10/- each.
In order to conserve the resources for future growth of the Company your Directors donot recommend any dividend for the year under review.
7. TRANSFER TO RESERVES:
There is no amount proposed to be transferred to the Reserves.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :
All contracts or arrangements entered into by the Company with its related partiesduring the financial year 2019-20 were in accordance with the provisions of the CompaniesAct 2013 and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. All such contracts or arrangements were onarm's length basis and in the ordinary course of business and have been approved by theAudit Committee. No material contracts or arrangements with related parties were enteredinto during the year under review. Details thereof in the prescribed Form AOC-2 isappended as "ANNEXURE-A" to the Board's report in terms of Section 134 of theAct read with Rule 8 of the Companies (Accounts) Rules 2014.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO.
With respect to Particulars of Energy Conservation Technology Absorption requiredunder the Companies (Accounts) Rules 2014 a separate statement of Particulars of EnergyConservation Technology Absorption and Foreign Exchange Earnings and Outgo is appended as"ANNEXURE-B" to the Board's report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a) Director's Retiring by Rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Ravindra Boratkar (DIN: 00299351) will retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for reappointment.
The Board recommends the re-appointment of a foresaid Director.
Brief resume of the Director proposed to be re-appointed as stipulated under Regulation36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015(hereinafter referred to as "Listing Regulations') and Secretarial Standards onGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India are givenin the Notice convening the 33rd Annual General Meeting of the Company.
Pursuant to the provisions of section149 of the Act the independent directors havesubmitted declarations confirming that each of them meet the criteria of independence asprescribed under Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) ofListing Regulations. There has been no change in the circumstances affecting their statusas Independent Directors of the Company.
b) Resignation/Appointment of Key Managerial Personnel :
During Financial Year under review Ms. Priya Dalane (Membership No.: A57915) hastendered her resignation from the post of Company Secretary & Compliance Officer ofthe Company with effect from 12th June 2019. The Board places on record its appreciationfor her valuable contribution.
Further in accordance with the provisions of section 203 of the Companies Act 2013read with the Companies (Appointment& Remuneration of Managerial Personnel) Rules2014 Ms. Shilpa Bhargava (Membership No. A36207) has been appointed as the CompanySecretary & Compliance Officer with effect from 12th June 2019 and is designated as"Key Managerial Personnel" of the Company in terms of Sections 2(51) of theCompanies Act 2013.
c) Key Managerial Personnel :
Pursuant to the Section 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicableprovisions and rules of the Companies Act 2013 the following existing executives of theCompany were designated as the Key Managerial Personnel of the Company by the Board interm of 2(51) of the Companies Act 2013.
Mr. Nikhil Gadkari Managing Director Mr. Suneet Pande Chief Executive Officer Mr.Rajendra Zade Chief Financial Officer
Ms. Priya Dalane (from 24th April 2019 upto 12th June 2019)
Ms. Shilpa Bhargava Company Secretary & Compliance Officer (appointed w.e.f. 12thJune 2019)
12. MANAGEMENT'S DISCUSSION AND ANALYSIS:
In terms of the provisions of Reg. 34 of the SEBI (LODR) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report is appended as"Annexure - C" to the Board's report.
13. EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 and Regulation 19 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015; the Board hascarried out Annual Performance Evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its various Committees.
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 thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the Composition of Committees Effectiveness ofCommittee Meetings etc.
The Board in consultation with the Nomination and Remuneration Committee reviewed theperformance of the Individual Directors on the basis of the criteria such as thecontribution of the Individual Director to the Board and Committee Meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In addition the Chairman was also evaluated on the key aspects of his role. In aseparate meeting of Independent Directors performance of Non- Independent Directorsperformance of the Board as a whole and performance of the Chairman was evaluated takinginto account the views of Executive Directors and Non-Executive Directors. The same wasdiscussed in the Board Meeting that followed the Meeting of the Independent Directors atwhich the performance of the Board its Committees and Individual Directors was alsodiscussed. Performance evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated.
14. DIRECTORS' RESPONSIBILITY STATEMENT :
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state 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 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.
15. BOARD MEETINGS :
The Board meets at regular intervals to discuss and decide on Company/ Business policyand strategy apart from other Board business. During the year under review 09 (Nine)Board Meetings were held and the intervening gap between the meetings did not exceed theperiod prescribed under the Act the details of which are given in the CorporateGovernance eport which forms an integral part of this report.
The notice of Board/Committee meeting is given well in advance to all the Directors.Usually meetings of the Board are held in Nagpur. The Agenda of the Board/CommitteeMeetings is set by the Company Secretary in consultation with the Chairman the ManagingDirector and CEO of the Company.
16. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR & DATE OF REPORT :
As mentioned above in order to Merge its wholly owned subsidiaries in a single entityon May 30 2019 the Board of Directors of the Company approved the Scheme of Merger byabsorption ("Scheme") of Jairam Infraventure Private Limited (a wholly ownedsubsidiary of CIAN) Purti Agrotech Limited (a wholly owned subsidiary of CIAN) andJupiter Metal Products Private Limited ( a wholly owned subsidiary of Purti AgrotechLimited) with CIAN Agro Industries & Infrastructure Limited and their respectiveshareholders as per the provisions of Section 230 to 232 and other relevant provisions ofthe Companies Act 2013 subject to regulatory approvals and fulfilment of closingconditions.
The aforesaid Application Scheme is admitted under the provisions of Section 230 to 232of the Companies Act 2013 and other relevant provisions of the Companies Act 2013 and asper the Companies (Compromises Arrangements and Amalgamations) Rules 2016 with theNational Company Law Tribunal (NCLT) Mumbai Bench which has been approved by the Hon'bleNCLT on 12th June 2020.
As on 13th August 2020 the Company have incorporated Wholly-Owned Subsidiary Companyin Russia named as "Cian Agro Limited" for the purpose of Trading of AgroProducts of the Company.
17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Internal financial Control of the Company has been designed to provide reasonableassurance with regard to recording and providing reliable Financial and operationalinformation complying with applicable Accounting Standards. Company periodically conductsphysical verification of inventory fixed Assets and cash on hand and matches them withthe Books of Accounts. Explanations are sought for any variances noticed from therespective functional heads.
The Company's internal control systems with reference to the financial statements areadequate and commensurate with the nature of its business and the size and complexity ofits operations and ensure that all its assets are safeguarded and protected againstlosses.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board of Directors of the Company appointed M/s T.P. Dable & Co Chartered Accountants as the Internal Auditor of the Company toconducts the audit on regular basis the checks & controls to prevent detect andcorrect any irregularities in the operations have been laid down by the Company. TheInternal Auditor directly reports to the Audit Committee for functional matters. Thefindings of the Internal Auditor are discussed on an on-going basis in the meetings of theAudit Committee and various steps have been taken to implement the suggestions of the saidInternal Auditor. The Company undertakes corrective action in the respective areas andstrengthens the levels of Internal Financial and other operational controls. The AuditCommittee in its quarterly meetings periodically reviews the internal audit and controlsreports.
The Company has total four Committees namely Audit Committee Stakeholders Relationshipcum Share transfer Committee Nomination and Remuneration Committee and Corporate SocialResponsibility Committee. The details of which are given in the Corporate GovernanceReport which forms an integral part of this report.
19. REPORT ON CORPORATE GOVERNANCE :
Your Company is committed to achieve the highest standards of Corporate Governance.Pursuant to Regulation 34(3) read with Schedule V of Listing Regulations Report onCorporate Governance have been made a part of the Annual Report.
Auditor's Certificate regarding compliance with conditions of Corporate Governance areattached along with this report "Annexure- D".
20. PARTICULARS OF EMPLOYEES & REMUNERATION :
Pursuant to provisions of Section 197 of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 detailsof remuneration paid to all the Directors/Employees and the details of the ratio ofremuneration of each Director to the median employee's remuneration is provided in"Annexure E".
Further the information as required as per the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended to this report as"Annexure F".
21. INFORMATION TECHNOLOGY :
Your Company has been implemented Enterprises Resource Planning (ERP) System in allplants depots and head office of the Company enabling alignment of strategies andoperations better supply chain control at operational level and access to consolidateddata of the Company through integrated system.
22. HUMAN RESOURCES :
Engaged Employees are critical to the success of your Company. In FY'20 your Companysuccessfully achieved an Engagement Score of 77%. The continuing strong momentum in theCompany driven by solid growth and Innovation has helped to achieve this level. YourCompany will continue to ensure that we have a highly engaged and productive organizationto deliver against our vision of being amongst the best Companies in Central India.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 :
The Company has complied with the provisions relating to constitution of InternalComplaints Committee and no cases reported or filed during the year pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
24. EXTRACT OF ANNUAL RETURN :
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT-9 as a part of this Annual Report is appended as "Annexure-G" Furtherpursuant to the provisions of Section 134(3)(a) the same is also being made available onthe website of the Company viz. www.cianindustries.com.
25. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES :
The Company has formulated Vigil Mechanism for Directors and employees of the Companyto provide adequate safeguards against victimization of persons who use such mechanism andto report genuine concerns about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct or ethics policy in terms of provisions ofSection 177(9) of the Companies Act 2013 and Rules made there under and pursuant toClause 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Thesaid policy is available on Company's website i.e. www.cianindustries.com
We affirm that during the financial year 2019-20 no employee or director or any otherperson was denied access to theAudit Committee.
26. RISK MANAGEMENT POLICY AND REPORT :
The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. The Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans. TheCompany through its risk management process strives to contain impact and likelihood ofthe risks within the risk appetite as agreed from time to time with the Board ofDirectors.
The Committee reports to the Board of Directors of the Company. At plants / unitslevel Internal Committees have been formed headed by plants / units heads of respectiveplants / units and functional departmental heads. Such Committees report to the RiskManagement Committee from time to time. The Board of Directors has developed andimplemented Risk Management Policy for the Company. There are no risks which in theopinion of the Board threaten the existence of the Company.However some of the riskswhich may pose challenges are set out in the Management Discussion and Analysis Reportwhich forms part of this report.
27. AUDIT & AUDITOR REPORT :
a) Statutory Audit :
M/s. P.G. Joshi & Company Chartered Accountants Nagpur (FRN: 104416W) wereappointed as the Statutory Auditors of the Company for a period of 5 years in the 29thAnnual General Meeting (AGM') of the Company held in the year 2016 to hold officefrom the conclusion of 29th AGM till the conclusion of 34th AGM.
The report of the Statutory Auditor forming part of the Annual Report does not containany qualification reservation adverse remark or disclaimer. The observations made in theAuditor's Report are self-explanatory and therefore do not call for any further comments.
b) Cost Audit :
The Company is required to maintain the cost records as specified by the CentralGovernment under Section 148 (1) of the Companies Act 2013 and accordingly such accountsand records are made and maintained by the Company. An Audit of the Cost Accountsmaintained by the Company is also conducted by a Cost Auditor appointed by the Company.
The Board of Director on recommendation of the Audit Committee approved remuneration ofRs. 20000/- (Rupees TwentyThousand only) excluding s out-of-pocket expenses and GST asapplicable subject to the ratification of the said fees by the shareholders at the ensuing33rd Annual General Meeting. A resolution regarding ratification of remuneration payableto
Mrs. Jyotsna Rajpal Practicing Cost Accountants Nagpur forms part of the Noticeconvening the 33rd Annual General Meeting of the Company.
c) Secretarial Audit :
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Director appointed Mr.Kaustubh Moghe Practicing Company Secretary to conduct the Secretarial Audit of theCompany for year ended March 31 2020. The Secretarial Audit report in Form MR-3 for thefinancial year 2019-20 forms part of the annual report is appended as"Annexure-I" to the Boards Report.
Reply to the Observations made in the Secretarial Auditor's Report:
(i) Pursuant to the order of Hon'ble BIFR dated 01.08.2016 the Company had allotted19905295 No. of fully paid equity shares to promoter & promoter group on 28.09.2016for which prior approval from BSE Limited was obtained. As result of this allotmentpromoter shareholding was increase to 91.86% and public shareholding fell to 8.14% insteadof the required level of 75%-25% respectively.
Greenedge Constructions Private Limited one of the Promoters who were included in thepromoter category ("Incoming Promoters") as per the BIFR order offered theirholding to the public through Offer for Sale (OFS) on 30th August 2019 03rd September2019. The Promoters made another Offer for Sale (OFS) on 25th September 2019 26thSeptember 2019 and 31st October 2019 01st November 2019 respectively in order tocomply with MPS and as a result the Company achieved its Minimum Public ShareholdingRequirement.
As on date the Promoters have been able to reduce their holding from 82.78% to 75%after the last three OFS made by the Promoters.
The Company has complied with the Minimum Public Shareholding ("MPS")requirements of at least 25% public shareholding in terms of Rule 19(2)(b) and 19A ofSecurities Contracts (Regulation) Rules 1957 (SCRR) and Regulation 38 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations").
ii) The Company has not found an appropriate Company secretary. While the company hadappointed whole-time Company secretary cum compliance officer to do proper and timelycompliance under various applicable acts & regulations.
iii) The management of the company has taken all the necessary steps and actions to doproper and timely compliances. It assures to do timely compliance in future under variousapplicable acts & regulations. It also assures that rectifiable non-compliance in thefinancial year 2019-20 shall be rectified shortly.
The company has also appointed whole-time Company secretary cum compliance officer todo proper and timely compliance under various applicable acts & regulations. Howeveryour Directors ensures proper & timely compliance in future.
28. CORPORATE SOCIAL RESPONSIBILITY :
CIAN understands its responsibility towards the society in which it operates and isinitiating small but significant steps in bringing positive changes in the environment forsustainable development taking into the consideration the interest of variousstakeholders. With the rapidly changing corporate environment more functional autonomyoperational freedom etc. CIAN has adopted CSR policy as a strategic tool for sustainablegrowth. For Company in the present context CSR policy adopted is not just tool ofinvestment of funds for Social Activity but also efforts to integrate Business processeswith Social processes.
The CSR Committee of our Board provides oversight of CSR Policy and monitors executionof various activities to meet the set of CSR objectives.
The Members of the CSR Committee are:
1. Mr. Gouri Chandrayan - Independent Director
2. Mr. Anandrao Raut - Independent Director
3. Mr. Ravindra Boratkar - Non-Executive Director
Mr. Gouri Chandrayan acts as the Chairman of this Committee.
The Company has constituted CSR Committee and CSR Policy is duly adopted by the Companyas per the regulatory norms. CIAN considers social responsibility as an integral part ofits business activities and endeavors to utilize allocable CSR budget for the benefit ofsociety.
CIAN CSR initiatives are on the focus areas approved by the Board benefiting thecommunity. However the Company has just embarked on the journey of ascertained CSRprograms.
For this reason during the year the Company has spent more on the CSR activities ascompared to the proportion prescribed under the Companies Act 2013. As per the CompaniesAct 2013 the Company was required to spend Rs. 672000/- during the FY 2019-20 whereasthe Company has spent Rs. 7500000/- during the period under review.
29. OTHER DISCLOSURES :
a) During the year under review the Company has not accepted any deposit within themeaning of Sections 73 74 and 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (Including any Statutory Modification(s) or re-enactment(s) thereof for the time being in force)
b) The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India (ICSI) on Meetings of the Board of Directors and GeneralMeetings
c) The Hon'ble National Company Law Tribunal has approved Scheme of Merger byabsorption of Company's Wholly-Owned Subsidiaries i.e Jairam Infraventure Pvt. Ltd. PurtiAgrotech Limited and Jupiter Metal Products Pvt. Ltd. (Stepdown Subsidiary) on 12th June2020 whereas the businesses of Merged companies has formed the part of existing divisionsi.e. Infra Division Agro Division respectively.
d) The Managing Director and CEO of the Company has not received any remuneration orcommission from any of subsidiaries of the Company as specified under section 197(14) ofthe Companies Act 2013
e) None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force.)
f) During Financial year under review there has been no revision of financialstatement in the relevant financial year.
g) The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/Directors or trustee for the benefit employees/ Directors; and
h) The Company has not issued Equity Shares with differential rights as to dividendvoting or otherwise.
30. APPRECIATION & ACKNOWLEDGEMENT :
Your Directors would like to place on record their gratitude for all the support andcooperation received from its shareholders customers suppliers as well as vendorsbanks business associates and other government and regulatory agencies. Your Directorswould also like to take this opportunity to express their appreciation for the hard worksolidarity co-operation and dedicated efforts put in by the employees and look forward totheir continued contribution and support.