Your Directors have pleasure in presenting their 26th Annual Report on thebusiness and operations of the Company and the Audited Financial Statements for thefinancial year ended March 31 2020.
1. Performance Highlights (Standalone)
Your Company has performed during the reporting period as follows:
(Rs. In Lacs)
|Particulars ||FY 2019-20 ||FY 2018-19 |
|Revenue from operations ||313.34 ||518.96 |
|Other income ||10.75 ||13.22 |
|Total revenue ||324.09 ||532.18 |
|EBITDA ||(49.72) ||34.39 |
|EBITDA margin % ||(15.34%) ||6.46% |
|Less: || || |
|Finance Costs ||1.33 ||1.47 |
|Depreciation ||46.56 ||42.91 |
|Profit before tax exceptional and extraordinary items ||(97.62) ||(9.99) |
|Add/(Less): Exceptional/Extraordinary income/(expense) ||-- ||-- |
|Profit before tax ||(97.62) ||(9.99) |
|Less: Taxes on income ||(3.31) ||(4.19) |
|Profit after tax ||(94.31) ||(5.80) |
|PAT margin % ||(29.09%) ||(1.80%) |
|Other Comprehensive Income (i) Items that will not be reclassified to profit or loss || ||2.03 |
|Total Comprehensive Income for the period Comprising Profit (Loss) and Other comprehensive Income for the period || ||(3.76) |
|EPS - Basic ||(3.45) ||(0.14) |
|EPS - Diluted ||(3.45) ||(0.14) |
Note: Previous year's figures have been regrouped / reclassified wherever necessary tocorrespond with the current year's classification/disclosure.
2. Transfer to Reserves
The Company has not transferred any amounts to Reserves during the period under review.
3. Share Capital
The paid-up equity share capital of the Company as at 31st March 2020consists of 2731620 equity shares of Rs. 10 each.
The Company has not proposed any dividend during the period under review.
5. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
The Company has introduced various measures to reduce energy consumption and installthe latest technologies.
Total energy consumption during the year
|Sr. Purchased No. ||2019-20 |
|01 Units (nos.) ||1684095.00 |
|02 Total amount (Rs.) ||14854076.00 |
|03 Rate per unit (Rs.) ||8.82 |
|Generated ||Nil |
Foreign Exchange Earnings and Outgo: In Rs. Lacs
|Particulars ||Amount |
|Earnings ||-- |
|Outgo ||-- |
|Total ||-- |
6. Subsidiaries Joint Ventures and Associates
Name of Company: Accumax Rings Limited
Accumax Rings Limited was a subsidiary of the Company which was under process of strikeoff and the company was dissolved on 08.11.2019.
7. Significant Events After Balance Sheet Date
There have been no significant events after the Balance Sheet date which requires anydisclosure.
8. Change in the nature of business
There has been no change in the nature of business of the Company in the period underreview.
The Company has not accepted any deposits in the period under review.
10. Auditors' Qualifications Reservations Adverse Remarks in the Auditors' Report
The Auditors Report does contain a disclaimer of opinion on the financial statementsfor the period ended March 31 2020. The statements made by the Auditors in their Reportare self-explanatory and do not call for any further comments.
The Auditors have given advised to carry out inspection of fixed assets &inventories. The Company is in the process of complying with the same.
11. Corporate Social Responsibility
As the Company does not fall under the criteria as mentioned under Section 135 of theCompanies Act 2013 the provisions of Corporate Social Responsibility do not apply to theCompany
12. Extract of Annual Return
The extract of the Annual return in Form MGT-9 is annexed herewith to the Board'sReport.
13. Declaration given by Independent Directors
The Company has received declarations from all its Independent Directors confirmingthat they meet the criteria of independence as prescribed under the Companies Act 2013and Regulation 16 (1) (b) of the Listing Regulations.
14. Board Evaluation
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors has expressed their satisfaction with the evaluation process.
15. Details of Directors and Key Managerial Personnel Appointed/Resigned during theyear
|Sr. Name of Director/KMP No. ||Effective Date ||Appointment / Resignation |
|01 Utsavi Lalit Bhatia ||11.04.2019 ||Appointment |
16. Number of Meetings of the Board of Directors
During the year 09 Board meetings were convened and held details of which are asfollows:
|Sr. Date of Board meeting No. ||No. of Directors entitled to attend ||No. of Directors Present |
|01 11.04.2019 ||08 ||08 |
|02 30.05.2019 ||08 ||08 |
|03 29.06.2019 ||08 ||08 |
|04 05.08.2019 ||08 ||08 |
|05 13.08.2019 ||08 ||08 |
|06 11.11.2019 ||08 ||08 |
|07 27.11.2019 ||08 ||08 |
|08 18.12.2019 ||08 ||08 |
|09 13.02.2020 ||08 ||08 |
17. Vigil Mechanism/Whistle Blower Policy for Directors and Employees
The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct & Ethics. The details of establishment ofVigil Mechanism/ Whistle Blower policy are posted on the website of the Company and theweb link to the same is http://www.galaxyagrico.com/vigil_mechanism.html
18. Audit and Risk Committee
The Audit and Risk Committee comprises of 3 members 2 of whom are independentdirectors:
1. Mr. Mansukhlal Nathabhai Govani - Chairman
2. Mr. Manoj Harsukhlal Shah - Member
3. Mr. Ajaykumar Ramjibhai Patel - Member
19. Nomination and Remuneration Policies
The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors.
The Board has also formulated a Policy relating to remuneration of Directors membersof Senior Management and Key Managerial Personnel.
20. Particulars of Loans Guarantees or Investments
Reference may be made to the financial statements of the Company in this regard.
21. Related Party Transactions
During the reporting period the Company has entered into any contract/arrangement/transaction with related parties which were [on arm's length basis or whichcould be considered material in accordance with the policy of the Company on materialityof related party transactions. Accordingly the disclosure of Related Party
Transactions as required under Section 134 (3) (h) of the Companies Act 2013 in FormAOC 2 is applicable.
Systems are in place for obtaining prior omnibus approval of the Audit Committee on anannual basis for transactions with related parties which are of a foreseeable andrepetitive nature. The transactions entered into pursuant to the omnibus approval sogranted and a statement giving details of all transactions with related parties are placedbefore the Audit Committee for their review on a periodic basis.
22. Managerial Remuneration
a. Remuneration to Directors and Key Managerial Personnel
1. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the period under review ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the period underreview and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
|Sr. Name of Director/ KMP no. ||Remuneration of Director/ KMP in Rs. ||% increase/ decrease in Remunerati on ||Ratio of remuneration of each Whole-Time Director to median remuneration of employees |
|1 Sanjay J. Patel ||696480.00 ||24.95% ||6 |
|2 Manoj H. Shah ||673920.00 ||28.92% ||6 |
Note: Independent Directors are entitled to sitting fees and commission as per thestatutory provisions and within the limits approved by shareholders. Details in thecorresponding columns are applicable for Whole-time Directors and KMPs.
2. The median remuneration of employees of the Company during the period under reviewwas Rs. 8687.00;
3. In the financial year there was an decrease of 15.67% in the median remuneration ofemployees;
4. There were 72 permanent employees on the rolls of the Company as on March 31 2020.
5. Average percentage decrease made in the salaries of employees other than themanagerial personnel in the last financial year was 15.67%. As regards comparison ofManagerial Remuneration of F Y 2020 over F Y 2019 details of the same are given in theabove table at sr. no. 1.
6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.
b. Employee Particulars
There are no employees who have remuneration in excess of the remuneration stated inSection 197 of the Companies Act 2013.
23. Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
24. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesmade thereunder the Company has appointed Ms. Janki Dedania Practicing Company Secretaryas the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed to theBoard's Report and forms an integral part of this Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.
25. Corporate Governance Report
The Report on Corporate Governance as stipulated in the Listing Regulations forms partof the Annual Report. The requisite compliance with the conditions of Corporate Governanceas stipulated under the Listing Regulations is annexed to the Board's Report and formspart of this Report.
26. Risk Management Policy
The Company has a robust Risk Management framework to identify measure and mitigatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objective and enhance the Company's competitive advantage.This risk framework thus helps in managing market credit and operations risks andquantifies exposure and potential impact at a Company level.
27. Director's Responsibility Statement
Your Directors state that:
a. in the preparation of the annual financial statements for the year ended March 312020 the applicable accounting standards have been followed with no material departures;
b. the Directors have 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 as at March 31 2020 and of the profit ofthe Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the Directors have prepared the annual financial statements on a going concernbasis;
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and
f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
28. Statutory Auditors
The Company's auditors M/s. H. B. Kalaria and Associates Chartered Accountants (FRN104571W) have been appointed for the first time as Statutory Auditors of the Company.
In accordance with provisions of Section 139 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 the Company has appointed them for a period ofone year from conclusion of 25th Annual General Meeting till the conclusion of26th Annual General Meeting.
M/s. H. B. Kalaria and Associates Chartered Accountants (FRN 104571W) have informedthe Company that their appointment if made would be within the limits prescribed underSection 141 of the Companies Act 2013.
The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.
The Auditors have also furnished a declaration confirming their independence as well astheir arm's length relationship with the Company as well as declaring that they have nottaken up any prohibited non-audit assignments for the Company.
29. Cost Audit
The Company is not required to appoint a cost auditor for conducting the cost audit inrespect of the products manufactured by the Company as per the provisions of Section 148of the Companies Act 2013 for the period under review.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the period underreview:
1. Details relating to issue of equity shares including sweat equity shares and shareswith differential rights as to dividend voting or otherwise since there was no suchissue of shares.
2. None of the Whole-Time Directors of the Company received any remuneration orcommission from any of its subsidiaries.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
4. Your Directors further state that during the period under review there were nocases filed under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
We take this opportunity to thank the employees for their dedicated service andcontribution to the Company.
We also thank our banks business associates and our shareholders for their continuedsupport to the Company.
Annexure to the Board's Report - Form 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 arms-length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's length basis
|a. Name(s) of the related party and nature of relationship ||Not applicable |
|b. Nature of contracts/arrangements/transactions ||Not applicable |
|c. Duration of the contracts/arrangements/transactions ||Not applicable |
|d. Salient terms of the contracts or arrangements or transactions including the value if any ||Not applicable |
|e. Justification of entering into such contracts or arrangements or transactions ||Not applicable |
|f. Date of approval by the Board ||Not applicable |
|g. Amount paid as advances if any ||None |
|h. Date on which the special resolution was passed in general meeting as required under first provisio to sec. 188 ||Not applicable |
2. Details of material contracts or arrangements or transactions at arm's length basis:
|Sr. Name No. ||Nature ||Amount (in Rs.) |
|01 Sanjay J. Patel ||Remuneration ||696480.00 |
|02 Manoj H. Shah ||Remuneration ||673920.00 |
|03 Sanjay J. Patel ||Bonus ||59976.00 |
|04 Manoj H. Shah ||Bonus ||59976.00 |
|05 Sanjay J. Patel ||Reimbursement of Expenses ||3227975.28 |
|06 Manoj H. Shah ||Reimbursement of Expenses ||3167035.00 |
| ||Total ||7885362.28 |
|For and on behalf of the Board of Directors || |
|Galaxy Agrico Exports Limited || |
|Sd/- ||Sd/- |
|Nathabhai J. Sadariya ||Manoj H. Shah |
|Chairman and Managing Director ||Whole Time Director |
|DIN:00167254 ||DIN:02173383 |
|Date: 25.06.2020 || |
|Place: Shapar || |