GALAXY AGRICO EXPORTS LIMITED
Your Directors are pleased to present the 23rd Annual Report of thecompany together with the Annual Audited Financial Statements for the year ended 31stMarch 2017.
STATEMENT OF COMPANY'S AFFAIRS: (section 134 (3) (I)) 01] FINANCIAL HIGHLIGHTS:
|Particulars ||31.03.2017 ||31.03.2016 |
|Revenue from Operation ||56229145 ||57148312 |
|Other Income ||1412491 ||1880314 |
|Total Revenue ||57641636 ||59028626 |
|Expenditure ||58621575 ||55668703 |
|Profit(loss) before Tax (PBT) ||(979939) ||3359923 |
|Exceptional Item || ||(500000) |
|Tax Expenses: || || |
|Current Tax || || |
|Deferred Tax ||(1105564) ||(1196934) |
|Net Profit/loss after tax (PAT) ||125625 ||4056857 |
|Earning per Equity Share: || || |
|Basic ||0.05 ||1.67 |
|Diluted ||0.05 ||1.49 |
During the year under review the Company delivered revenue of INR 57641636(Including other income) which is lower as compared to the F/Y-2015-16 i.e. INR 59028626due to decrease in turnover Company registered profit of INR 125625 Which is lower ascompared to previous financial year. However the management is very positive for theupcoming year.
Your directors do not recommend any dividend for the F.Y.: 2016-17
03] RESERVES & SURPLUS:
There is balance of INR 250000 lying in the General Reserve Account. The Company madeprofit of INR 125625 during the year. As no Dividend is recommended by the board totalamount of profit credited to the surplus account making the surplus amount of INR5359404 at the end of the year.
04] EXTRACT OF ANNUAL RETURN:
Pursuant to the requirement under Section 134(3)(a) extract of annual return in formMGT-9 is appended as Annexure "A" to this report.
05] BOARD MEETINGS:
The Board of Directors met Eight (8) times during the financial year. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013.
The Board meetings are held at least once in every quarter. The Board meetings aregenerally held at Registered Office of the Company. The dates of the Board Meetings arefixed well in advance and intimated to the Board members so as to enable the Directors toplan their schedule accordingly. During the year ended March 2016- 17 meeting washeld on the following dates:
|Date ||Total No. of directors as on the date of the Meeting ||No. of directors attended |
|1 11/04/2016 ||8 ||8 |
|2 30/05/2016 ||8 ||8 |
|3 13/08/2016 ||8 ||8 |
|4 31/08/2016 ||8 ||8 |
|5 14/11/2016 ||8 ||8 |
|6 08/12/2016 ||8 ||8 |
|7 23/01/2017 ||8 ||8 |
|8 13/02/2017 ||8 ||8 |
It is clarified by the entire director that they are not a member in more than 10committees or act as Chairman of more than five committees across all companies in whichhe is a director.
In ensuing General Meeting Mr. MANOJ HARSUKHLAL SHAH (Din: 02173383) is liable toretires by rotation and being eligible offers herself for re-appointment.
07] DECLARATION OF INDEPENDENT DIRECTOR'S:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013.
Independent Directors of the company met one time during the Year on 10th March2017 as per Regulations 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015
A wholly-owned subsidiary in the name of "Accumax Rings Limited" has beenincorporated in the month of April 2013. The subsidiary has been established to focus onthe Forged Rings business. Your Company would have focused on the Agriculture Equipments& Trading business. However somehow the object of the incorporation of the subsidiarycompany is not fulfilled. The subsidiary is inoperative since incorporation. The statementcontaining salient features of the financial statement of the company's subsidiary in theprescribed form AOC-1 is appended as Annexure- "B" to this report.
09] CONSOLIDATED FINANCIAL STATEMENT:
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.
10] RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
(i) that in the preparation of the annual accounts the applicable accounting standardshave been followed;
(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 at the end of thefinancial year ended 31st March 2017 and of the Profit of the Company for thatyear;
(iii) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors have prepared the annual accounts on a going concern basis;
(v) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal controls are adequate and are operating effectively; 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.
11] COMMITTEE OF THE BOARD:
The Company has constituted various committees. Following committees has beenestablished as a part of the best corporate governance practices and are in compliancewith the requirements of the relevant provisions of Companies Act2013 and SEBI (LODR)Regulation2015: 1) Audit Committee 2) Shareholder and Investor Grievance Committee 3)Nomination and Remuneration Committee 4) Sexual Harassment resolve committee A detailednote on the board and its committees is provided in the Corporate Governance Reportforming part of this Annual Report.
12] VIGIL MECHANISM:
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement comprises of group of senior executives of the Company.Protected disclosures can be made by a whistle blower through an e-mail. The policy forthe same has been disclosed on the company website at the following link:
13] DETAILS OF LOANS GIVEN INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OFTHE COMPANIES ACT 2013:
Investments made and Loans given as under. Your Company has not given any CorporateGuarantees in respect of loans as at 31.03.2017.
|Particular of Investment and Loan ||Name of Entity and Person ||Amount of Investment or Loan ||Purpose |
|01 Investment ||The Rajkot Nagrik Sahakari Bank Ltd. ||24056/- ||As a part of Loan agreement |
|02 Investment ||The Rajkot Nagrik Sahakari Bank Ltd. ||560000/- ||As a part of Loan agreement |
|03 Investment ||Accumax Rings Limited ||500000/- ||Incorporation of Wholly owned subsidiary |
|03 Loan ||Mr. Manoj H. Shah ||300000/- ||Advance for Company Expenses. |
14] CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
The Company has not entered in any transaction which is falling under Section 188 ofthe Companies Act 2013
15] MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:
No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company. However theWholly owned subsidiary Company M/s Accumax Rings Limited is in close situation so theinvestment made in the wholly owned subsidiary is carried to profit and loss account.
16] FOREIGN EXCHANGE EARNINGS AND OUTGO:
| || ||[ in lakhs] |
|Particulars ||2016-17 ||2015-16 |
|Total foreign Exchange earned (FOB Values) ||16390800 ||7287085 |
|Total foreign Exchange expended || ||443732 |
17] CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC.:
Your Company has given utmost priority for conversation of energy while makingtechnical selection of machinery and shall continue to do the same in all the areas infuture.
A. Power & Fuel Consumption
|Particulars Electricity: ||2016-17 |
|01 || |
|02 Units (Numbers) ||1821585 |
|03 Total Amount (INR) ||14998519.67 |
|04 Rate/Unit (Rs.) ||8.23 |
B. Technology Absorption
The Company has not taken any new technology in particular nor entered into anytechnology agreement during the period hence the information required is not applicable.
The technology used by the Company is indigenously developed and no technology has beenimported.
Your company has taken due care so as not to disturb the ecological balance of theregion. The company has also planted a number of trees in the surrounding area so as tokeep the environment pollution-free.
18] RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks in achieving the objectives of the Company. The internal control systems arecommensurate with the nature and size of the business of the Company.
19] CORPORATE SOCIAL RESPONSIBILTY:
Since the company does not fall in the criteria mentioned in Section 135(1) of theCompanies Act 2013 the said provisions do not apply to your company.
20] EQUITY SHARES WITH DIFFERENTIAL RIGHTS SWEAT EQUITY & ESOS:
No Equity shares with Differential rights sweat equities or share under employee stockoption scheme were issued during the year.
21] REASON FOR RESIGNATION OF DIRECTOR (SECTION 168(1)):
Not Applicable as no directors have resigned
Mr. Arun M. Kothari auditor of the company will retire at the ensuing Annual GeneralMeeting. The Board of Director has recommended appointment of M/s H. B. KALARIA &Associates Chartered Accountant (Registration No.: FRN 104571W) as a StatutoryAuditor of the Company. Further M/s H. B. Kalaria have indicated his willingness to act assuch and has confirmed that his appointment if made shall be within the limits ofSection 141(3)(g) of the Companies Act 2013 and that he is not disqualified forappointment.
The notes on Financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments.
23] SECRETARIAL AUDITOR:
The Board has appointed CS Vidhi Vyas Practising Company Secretary to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith marked as Annexure"C" to this Report.
The clarification on noting in the secretarial audit report
1. It is a procedural lapse on the part of the Company and no malafied intentioninvolved.
2. Ms. R. K. Agency is engaged with the business of finance with a valid License NumberGML/3-C/708/2014. However the management unable to provide copy of license to theSecretarial Auditor in given time span.
3. The Company is located in very remote area. After resignation of the Companysecretary on 03rd April 2015 the company has tried to appoint companysecretary however did not find the proper candidate. No one was willing to come because ofremote location. The company has
published newspaper advertisement for requirement of Company Secretary but still themanagement is unable to fill the post of company secretary due to non-availability ofproper candidate.
4. The number of Chartered account who is holding certificate from peer review board ofthe Institute of Chartered Accountant of India (ICAI) is very less in the region where thecompany is located. However in ensuing general meeting the company is going to appointedappointed a Statutory auditor who is holding a Certificate of Peer Review board of theInstitute of Chartered Accountant of India (ICAI).
5. The Company is not holding and Credit or Debit Card in its name. For conveniencewhenever the Director went on trip for work of the company they force to pay some billfrom his credit card or debit card. The Company has provided advance to Mr. Manoj H. Shahfor his Trip on behalf of the company. However the trip was cancelled and Mr. Manoj H.Shah has returned the money as soon as the decision of cancellation of trip. Howeverthere is no proper head for showing of advance to director for trip of company it isshown as a Loan. The Company has not provided any loan to the Director. Further the volumeof amount is very small.
6. It is a procedural lapse on the part of the Company and no malafied intentioninvolved.
24] PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
There is no employee who received the salary in excess of the limit specified as perthe provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexure as "Annexure D"
25] DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Company has always believed in providing a safe and harassment free workplace for everyindividual working in premises through various interventions and practices. The Companyalways endeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment.
The Company has in place a robust policy on prevention of sexual harassment atworkplace. The policy aims at prevention of harassment of employees as well as contractorsand lays down the guidelines for identification reporting and prevention of sexualharassment. There is an Internal Complaints Committee (ICC) which is responsible forredressal of complaints related to sexual harassment and follows the guidelines providedin the policy. ICC has its presence at corporate office as well as at site locations. Thecompany has formulated the Internal Complaints Committee as under
|NAME OF DIRECTOR ||STATUS |
|Mrs. Mausamiben Sadaria ||Chairman |
|Mr. Kirankumar Govani ||Member |
|Mr. Mansukhlal Govani ||Member |
During the year ended 31 March 2017 the ICC has received no complaints pertaining tosexual harassment.
26] CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report.
27] BOARD EVALUATION:
Pursuant to the section 134 (p) of Companies Act 2013 read with Rule 8 (4) ofCompanies Accounts Rules 2014 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the BoardCommittees.
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
Your Directors place on record their sincere appreciation of the services rendered bythe employees of the Company. Your Directors also place on record their gratitude toShareholders & Bankers for their valued support.
For & on behalf of the Board of Directors
GALAXY AGRICO EXPORTS LIMITED Sd/ Sd/ Nathabhai Jerambhai Sadaria Manoj Harsukhlal Shah(Chairman & Managing Director) (Whole-time Director) (DIN: 00167254) (Din: 02173383)Place: Veraval Shapar Date: 31/08/2017