Your Board of Directors ("Board") is pleased to present theThirty-Second Annual Report of CIAN Agro Industries & Infrastructure Limited("CIAN" or "the Company" or "your Company") for thefinancial year ended March 312019 ("the year under review" or "theyear" or "FY19").
In compliance with the applicable provisions of Companies Act 2013 (including anystatutory modification(s) or reenactments) 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 12018to March 31 2019 and upto the date of the Board meeting held on August 29 2019 toapprove this report in respect of CIAN and CIAN Consolidated comprising CIAN and itssubsidiary companies. The consolidated entity has been referred to as "CIANGroup" or "Your Group" or "the Group" in this report.
1. Financial Performance :
Financial results for the year ended March 312019 are presented in the table below:-
| || |
|Particulars ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Revenue from Operations ||13.307.63 ||19.684 95 ||15.615.47 ||19.81065 |
|Other income ||43.59 ||229.82 ||39.70 ||287.89 |
|Total Income ||13351.22 ||19914.77 ||15655.17 ||20098.54 |
|Depreciation ||243 64 ||197.88 ||477 31 ||22461 |
|Interest & Financial Expenses ||647.47 ||353.23 ||1032.07 ||392.89 |
|Total Expenses ||12783.18 ||19633.54 ||15377.83 ||19843.43 |
|Profit before Exceptional items and tax ||568.04 ||281.23 ||277.34 ||255 12 |
|Profit /(Loss) Before Tax ||568 04 ||281.23 ||277.34 ||255.12 |
|Tax expense ||107.21 ||110.0291 ||169.37 ||144 69 |
|Profit /(Loss) After Tax ||460.83 ||171.1996 ||107.97 ||112.13 |
|Other comprehensive income ||214.82 ||2146.09 ||379.93 ||3206.40 |
|Total comprehensive income ||675.65 ||2.317.2917 ||487.90 ||3318.54 |
2. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
As on 31st March 2019 there are two (2) wholly-owned subsidiary Companiesof the Company viz. Jairam Infraventure Private Limited and Purti Agrotech Limited.
A separate statement containing the salient features of the financial statements ofWholly-owned subsidiary Companies of the Company in form AOC-1 is appended as "ANNEXURE-A"forms part of this report.
The financial statements of the wholly-owned subsidiary companies and their relatedinformation are uploaded on the 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 32ndAnnual General Meeting ("32nd AGM") as required under Section 136 ofthe Act. Any Member desirous of obtaining a copy of the said financial statements maywrite to the Company Secretary at the Registered Office Address.
3. OPERATIONS OF THE COMPANY:-
The Standalone Gross Revenue from operations for FY 2018-19 is Rs. 13307.62 Lakhs(Previous Year Rs. 19684.95). The Net profit for the year stood at 568.04 Lakhs againstRs. 281.23 Lakhs reported in the Previous Year.
The Consolidated Gross Revenue from operations for FY 2018-2019 is Rs. 15615.47 Lakhs(Previous Year: Rs. 19810.65 Lakhs) The Consolidated Net Profit stood at Rs. 277.34Lakhs (Previous Year: Rs. 255.12 Lakhs).
Your Company delivered another year of resilient performance despite heightenedcompetitive intensity elevated input costs gestation costs of new products/categoriesand challenging operating environment the Company recorded robust growth in Profitabilitywhich is increased sharply by 50.49% to its highest level of Rs. 568.04 Lakhs as Companycontinuously focusing on its rigorous cost restructuring exercises and efficiencyimprovements which have resulted in significant savings through continued focus on costcontrols process efficiencies which has strengthened its cost position and now focusing onstrengthening its Financial position along with the steady Growth.
Segment wise reviews of operations of the Company are as follows:-
i) Agro Division:-
During the Financial year 2018-19 under review revenue from Agro Division of theCompany is Rs. 10458.11 Lakhs as compared to previous financial year of Rs. 14423.97Lakhs.
CIAN is committed to delivering superior and differentiated products that create valuefor the Indian consumer. Some of the differentiated products of best internationalstandards include CIAN Spices offering consumers and future generations a safer and betterproduct. Your Company's FMCG brands have achieved impressive market standing in arelatively short span of time.
The Company has expanded its reach to new states like of Karnataka & Delhi andstraightens its existing Market hold in the state like Maharashtra Madhya PradeshChhattisgarh and Gujarat. The Spices products of the Company are manufactured through itsWholly-owned subsidiary Purti Agrotech Limited.
ii) Health and Personal Care Division:-
During financial Year 2018-19 under review Revenue from operation of Healthcaredivision of the Company is Rs. 257.23Lakhs. as compared to previous year of financial yearof Rs. 2417.42 Lakhs.
Further Company has diversified operation of Personal care division by introducingsanitary products under the brand "Klaren" & cosmetic products under thebrand "O'IR" and a range of eco-friendly home care products under the brandnamed "NEU". Aforesaid division of the Company has strong potential forexpansion in recent future and to build strong fundamentals of the Company.
During financial year 2018-19 under review Revenue from personal care division of theCompany is Rs. 245.14 Lakhs as compares to previous year of financial year of Rs. 57.94Lakhs. Your Company is well positioned to seize the emerging Opportunities.
iii) Infra Division:-
During Financial Year 2018-19 under review Infrastructure Division has recordedturnover of Rs. 2592.28 Lakhs. Company also operates Aluminum processing unit and hotrolling mill through its wholly-owned subsidiary Jairam Infraventure Pvt. Ltd. (the"Jairam"). The Plant of the Jairam is located at MIDC Kalmeshwar Dist. Nagpurand has a strategic geographical location which allows us to tap a vast area of themarket and serve our customer better across India.
The Company is currently manufacturing Aluminium hot rolled sheets coils and sheets of8 mm to 140 mm thickness. The Company through this custom processing arrangement istargeting supply of Ferro Nickel Ingots to steel manufacturing industries. Alongwith saidproducts JIPL is also focusing on manufacturing of Aliminium Billets Aluminium Ingotsalongwith the Processing/ Marketing/ Trading ofAluminum and Nickel.
4. CHANGE IN NATURE OF BUSINESS:
There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the Financial Year 2018-19 and the date ofthis report. Further there has been no change in the nature of business of the Company.
5. SHARE CAPITAL :
As at March 312019 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 2018-19 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-B" to the Board's report in terms of Section 134of the Act 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-C" to the Board's report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a) Director's Retiring by Rotation:-
ln 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. Nikhil Gadkari (DIN: 00234754) Executive Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.
The Board recommends the re-appointment of aforesaid 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 32nd 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 Mr. Rohan Deshpande (Membership No.: A41901) hastendered his resignation from the post of Company Secretary & Compliance Officer ofthe Company with effect from 09th March 2019. Ms. Priya Dalane (MembershipNo.: A57915) has been appointed as the Company Secretary & Compliance Officer of theCompany with effect from 24th April 2019 and she resigned from the post witheffect from 12th June 2019. The Board places on record its appreciation fortheir 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 isdesignated as "Key Managerial Personnel" of the Company in terms of Sections2(51) of the Companies 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. Rohan Deshpande Company Secretary & Compliance Officer (upto 09thMarch 2019)
Ms. Priya Dalane (from 24th April 2019 upto 12th June 2019)
Ms. Shilpa Bhargava Company Secretary & Compliance Officer (appointed w.e.f. 12thJune 2019)
Mr. Rajendra Zade Chief Financial Officer
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- D" to the Board's report.
13. EVALUATION OF BOARD'S PERFORMANCE:
In terms of applicable provisions read with Schedule IV of the Companies Act 2013 andrules framed thereunder and Regulation 17 of Listing Regulations read with Part D ofSchedule II of the Listing Regulations the Board of Directors has put in place a processto formally evaluate the effectiveness of the Board along with performance evaluation ofeach Director to be carried out on an annual basis.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theevaluation of the Board and its own performance the directors individually and theworking of its Audit Nomination & Remuneration and Stakeholders' RelationshipCommittee of the Company was carried out by the Board. During the year under review theNomination and Remuneration Committee reviewed the performance of the executive andnon-executive directors. A separate meeting of the Independent Directors was held forevaluation of performance of nonindependent Directors performance of the Board as a wholeand performance of the Chairman.
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 12 (Twelve)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 Report 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 & COMMIMTMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR & DATE OF REPORT :
The Company proposed to Merge its wholly owned subsidiaries in a single entity whichwill provide several benefits including synergy economies of scale attain efficienciesand cost competitiveness. For this on May 30 2019 the Board of Directors of the Companyapproved the Scheme of Merger by absorption ("Scheme") of JairamInfraventure Private Limited (a wholly owned subsidiary of CIAN) Purti Agrotech Limited(a wholly owned subsidiary of CIAN) and Jupiter Metal Products Private Limited ( a whollyowned subsidiary of Purti Agrotech Limited) with CIAN Agro Industries & InfrastructureLimited and their respective shareholders as per the provisions of Section 230 to 232 andother relevant provisions of the Companies Act 2013 subject to regulatory approvals andfulfillment of closing conditions.
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 for obtaining its approval/ sanction tothe said Scheme of Merger as the Tribunal may deem fit.
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.
18. OUTLOOK FOR NEW SEASON:
This year will look to re-build Edible Oil division under the Brand name"AMRUTDHARA" the Company is also focused on increasing its turnover revenue inthe healthcare sector from "O'IR" "KLAREN" and "NEU" withnew product launches and product improvement through R & D. This will enable theCompany to expand its reach in the markets & consolidates its position.
The Company is also in talks with many of the supermarket to increase its marketpresence on a nationwide scale The Company is also looking forward to handsome tradingturnover from Healthcare and Infrastructure Division in the financial year 2019-20.
The Company has total three Committees namely Audit Committee StakeholdersRelationship cum Share transfer Committee & Nomination and Remuneration Committee. Thedetails of which are given in the Corporate Governance Report which forms an integralpart of this report.
20. 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 this Annual Report.
Auditor's Certificate regarding compliance with conditions of Corporate Governance areattached along with this report -"Annexure- E".
21. 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 "AnnexureF".
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 "AnnexureG".
22. INFORMATION TECHNOLOGY :
Your Company has been implementing 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.
23. HUMAN RESOURCES :
Several innovative people - focused initiatives have been instituted at the Grouplevel and these are translated into action at all of the Group Companies. Our basicobjective is to ensure that a robust talent pipeline and a high- performance culturecentered around accountability is in place. We feel this is critical to enable us retainour competitive edge.
24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :
Your Company has duly constituted Internal Complaint Committee (ICC) to provideprotection against sexual harassment of woman at workplace and for the prevention andredressal of complaints of sexual harassment and for matters connected therewith orincidental thereto as per the requirements of the Section 4 of The Sexual Harassment ofWoman at Workplace (Prevention Prohibition and Redressal) Act 2013 (No. 14 of 2013). Allwomen employees (permanent contractual temporary and trainee) are covered under thisPolicy. The summary of complaints received & disposed off during the year has beendisclosed in the Corporate Governance Report forming part of this Annual report.
25. 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-H"
Further pursuant to the provisions of Section 134(3)(a) the same is also being madeavailable on the website of the company viz. www.cianindustries.com
26. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES :
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 ofListing Regulations the Company has devised a Vigil Mechanism/Whistle Blower Policy todeal with instance of fraud mismanagement and unethical behavior if any. The employeesof the Company have the right/option to report their concern /grievance to the Chairman ofthe Audit Committee. The Company is committed to adhere to the highest standards ofethical moral and legal conduct of business operations.
We affirm that during the financial year 2018-19 no employee or director or any otherperson was denied access to the Audit Committee.
27. RISK MANAGEMENT POLICY AND REPORT :
A detailed review of business risks and the Company's plans to mitigate them isassessed and considered by the Company's Board of Directors. The Board has adopted theRisk Management Policy and Guidelines to mitigate foreseeable risks avoid eventssituations or circumstances which may lead to negative consequences on the Company'sbusinesses and define a structured approach to manage uncertainty and to make use ofthese in their decision making pertaining to all business divisions and corporatefunctions. Risk evaluation is an ongoing and continuous process within the Company and itis regularly updated to the Board of the Company.
28. 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 office fromthe conclusion of 29th AGM till the conclusion of 34th AGM.
Members are informed that the provision relating to ratification of appointment of theAuditors as per Companies (Amendment) Act 2017 which was notified on 7th May2018 has been obliterated. As such no requirement of ratification/confirmation shallhenceforth be necessary for the appointment of the Auditors for their remainder period ofappointment. Accordingly no resolution is being propose for ratification of appointmentof statutory auditors at the ensuing 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:-
As per Section 148 of the Act the Company is required to have the audit of its costrecords conducted by a Cost Accountant. The Board of Directors of the Company has on therecommendation of the Audit Committee approved the appointment of Mrs. Jyotsna Rajpal(Membership No.:- 14520) Practicing Cost Accountants Nagpur as the Cost Auditor of theCompany to conduct cost audits pertaining to relevant products prescribed under theCompanies (Cost Records and Audit) Rules 2014 for the year ending March 312020. TheBoard of Director on recommendation of the Audit Committee approved remuneration of Rs.20000/- (Rupees Twenty Thousand only) excluding s out-of-pocket expenses and GST asapplicable subject to the ratification of the said fees by the shareholders at the ensuing32nd Annual General Meeting.
A resolution regarding ratification of remuneration payable to Mrs. Jyotsna RajpalPracticing Cost Accountants Nagpur forms part of the Notice convening the 32ndAnnual 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 312019. The Secretarial Audit report in Form MR-3 for thefinancial year 2018-19 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:
The Secretarial Auditor reported that the under review the Company has complied withthe provisions of the Act Rules Regulations Guidelines Standards except delay of afew days in paying the Annual Listing Fees to the Exchange in accordance with SEBI (LODR)Regulations and Rules Bye-laws and Regulations of the Exchange filing of Forms with TheRegistrar of Companies Mumbai i.e. a Form No. MGT-14(Section 117(1)) and Form No. MGT-15(Section 121(2)).
During the period the Company continued to be on revival curve & faced someFinancial Stress because of which the payment of Annual Listing Fees was delayed. Howeverthe Company has paid the Annual Listing Fees alongwith the interest. Also the said delayin filing of Forms was inadvertent and unintentional in nature and was caused due toprocedural aspects involved in the said process.
29. CORPORATE SOCIAL RESPONSIBILITY :
Section 135 of the Companies Act 2013 has imposed Corporate Social Responsibilitymandate on companies having minimum threshold limit of net worth turnover or net profitas prescribed. Since your company has reported Net Profit of Rs. 568.04 Lakhs for the FY2018-19. Your Company needs to comply aforesaid section within stipulated time period.Further the Board has initiated required actions to comply the Section 135 of theCompanies Act 2013.
In line to comply the aforesaid section the CSR Committee of the Board formed underthe aegis of Section 135 and Schedule VII of the Companies Act 2013 and the provisions ofthe CSR Rules 2014 on 2% average net profits for immediately preceding 3 financial yearson CSR. The CSR Committee comprises of 3 members of the Board and chaired by anIndependent Director. The roles and responsibilities of the CSR Committee are to formulatea CSR Policy and recommend to the Board. This committee also informs the Board regardingthe activities to be undertaken by the Company as specified in Schedule VII to the Act oras may be prescribed by the Rules thereto as well as propose expenditure to be incurredon the activities referred and monitor mechanism.
30. 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) There are no significant material order passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future;
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.
31. APPRECIATION & ACKNOWLEDGMENT :
Your Directors would like to place on record their gratitude for all the support andco-operation received from its shareholders customers suppliers as well as vendorsbanks business associates and other government & 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.
|Place: Nagpur ||For and on behalf of the Board of Directors |
|Date: 29th August 2019 ||Gouri Chandrayan |
| ||Chairperson |
| ||DIN:07143914 |
Annexure - A
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures
Part "A": Subsid iaries
(Amount in Rs.Lakhs)
|Sr. No. ||1 ||2 |
|Name of the Subsidiary ||Jairam Infraventure Private Limited ||Purti Agrotech Limited |
|Financial Year ending on ||31/03/2019 ||31/03/2019 |
|Reporting Currency ||Indian Rupee ||Indian Rupee |
|Exchange Rate on the last day of the financial year ||- ||- |
|Share Capital ||1175 ||202.49 |
|Reserves & Surplus ||(286.68) ||323.89 |
|Total Assets ||2196.21 ||6740.24 |
|Total Liabilities ||1307.90 ||6213.87 |
|Investments (excluding Investments made in subsidiaries) ||12.56 ||- |
|Turnover ||365.00 ||1998.44 |
|Profit/(Loss) before tax ||(385.10) ||94.08 |
|Provision for tax ||- ||- |
|Profit/(Loss) after tax ||(385.10) ||94.08 |
|Proposed Dividend ||- ||- |
|% of shareholding ||100% ||100% |
Part "B": Associates and Joint Ventures
Sta tement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
|Sr. No. ||N.A. |
|Name of Associates/Joint Ventures ||N.A. |
|1. Latest audited Balance Sheet Date ||N.A. |
|2. Shares of Associates /Joint Ventures held by the company on the year end ||N.A. |
|No. ||N.A. |
|Amount of Investment in Associates/ Joint Ventures ||N.A. |
|Extend of Holding % ||N.A. |
|3. Description of how there is significant influence ||N.A. |
|4. Reason why the associate/joint venture is not consolidated" ^ ||N.A. |
|5. Net worth attributable to Shareholding as per latest audited Balance Sheet ||N.A. |
|6. Profit/(Loss) for the year ||N.A. |
For and on behalf of the Board of Directors
| || || |
For P. G. Joshi & Co
| || || |
| || || |
|Nikhil Gadkari ||Anandrao Raut ||Suneet Pande ||Rajendra Zade ||Priya Dalane ||Ashutosh Joshi |
|Managing Director ||Director ||CEO ||CFO ||Company Secretary ||Partner |
|DIN :00234754 ||DIN : 01936684 ||PAN : AXDPP6425G ||PAN: AAEPZ0760G ||Mem. No. A57915 ||Mem. No. 038193 |
forming part of Director's report Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.
1. Details of contracts or arrangements or transactions not at arm's length basis:
CIAN Agro Industries & Infrastructure Limited has not entered into any contracts orarrangements or transactions with its related parties which are not at arm's lengthduring Financial Year 2018 - 19.
2. Details of material contracts or arrangement or transactions at arm's length basis
|A ||b ||c ||d ||e ||f |
|Name(s) of the related party and nature of relationship ||Nature of contracts/ arrangements/ transactions ||Duration of the contracts / arrangements/ transactions ||Salient terms of the contracts or arrangements or transactions including the value if any: ||Date(s) of approval by the Board if any: ||Amount paid as advances if any: |
|Purti Marketing Private Limited ||Sale of Goods ||Going Concern ||Sale of refined Edible oils & Spices (consumers packs) ofRs. 4076.79 Lacs During the FY 2018-19 ||N.A. ||N.A. |
|Jairam Infraventure Private Limited ||Purchase of Good ||N.A. ||Purchase of Ferro Nickel Ingots of Rs. 43.20 Lakhs During the FY 2018-19. ||18/02/2017 ||N.A. |
|Wholly -Owned Subsidiary Purti Marketing Pvt. Ltd. || || ||Purchase of Organic Manure & DOC of Rs. 1627.15/- During the FY 2018-19. || || |
|Purti Enterprises || || ||Purchase of Agri Products of Rs. 11.72 During the FY 2018-19 || || |
|Jairam Infraventure Private Limited Wholly -Owned Subsidiary ||Transfers under finance arrangements ||N.A. ||Transfers under finance arrangements of Rs. 470.17Lacs ||18/02/2017 ||N.A. |
|Purti Agrotech Limited Wholly -Owned Subsidia ry ||Transfers under finance arrangements ||N.A. ||Transfers under finance arrangements of Rs. 783.72 Lacs || || |
|Purti Agrotech Limited Wholly -Owned Subsidiary ||Purchase of Goods ||N.A. ||Purchase ofGoods of Rs. 0.36/-(in Lakhs) ||22/04/2017 ||N.A. |
|Purti Agrotech Limited Wholly -Owned Subsidiary ||Job work agreement ||Going Concern ||Services received under job work for processing of spices of Rs. 13.96 Lacs ||N.A. ||N.A. |
|Purti Enterprises ||Job work agreement ||Going Concern ||Services received under job work for processing of Human Hair Fertilizer of Rs. 13.92Lacs || || |
|Chaitanya Constructions Pvt. Ltd. ||Service ||Going Concern ||Rent received of Rs. 1.03 Lacs during the FY 2018-19 || || |
|For and on behalf of the Board of Directors |
|Gouri Chandrayan |
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
(Information as required under Section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014)
a) Conservation of Energy:-
Your Company operates in a safe and environmentally responsible manner for thelong-term benefit of all stakeholders. Company ensures that the manufacturing operationsare conducted in the manner whereby optimum utilization and maximum possible savings ofenergy is achieved.
The Company works towards minimizing the impact of its operations on the environmentand is committed to take effective measures to conserve energy promote the use ofrenewable energy and drive energy efficiency in its operations. During the year underreview several steps were taken for conservation of energy some of which are listedbelow:
Reuse of Treated effluent
Re-circulation of cooling tower water
Use of energy efficient CFL and LED lamps in all plants
Thermal energy (steam) was purchased from other power generation units at lowercost thereby reducing usage of coal to some extent in its own boilers & helped inreducing carbon foot print.
Additional investments and proposals if any being implemented for reduction inconsumption of energy: Manufacturing process improvements to reduce overall cycle
b) Technology Absorption:-
The Company is continuously focusing on upgrading its products and manufacturingtechnology as well as acquiring new and advanced technology to meet the emergingexpectations of the customers. The activities are in full consonance with the Company'sobjective of utilizing the most advanced energy efficient solutions at minimum cost.
The Company has carried out R&D work for developing new products and forimprovement in the quality of the existing products of the company.
The continuous improvement through R&D activities in the process tomanufacture different products has helped the Company to launch its new products andexpand its market.
Expenditure incurred on research and development are charged under primary headsof accounts and not allocated separately.
c) Foreign Exchange Earnings and Outgo:-
|For the Year ||F.Y. 2018-19 ||F.Y. 2017-18 |
|Foreign Exchange used ||Nil ||88760919 |
|Foreign Exchange earned ||Nil ||Nil |
|Place: Nagpur ||For and on behalf of the Board |
|Date: 29th August 2019 || |
| ||Gouri Chandrayan |
| ||Chairperson |
| ||DIN: 07143914 |