Your Directors hereby present the Thirty Ninth Annual Report on the business of theCompany together with the Audited Statements of Accounts for the Financial year ended on31st March 2017.
1. FINANCIAL HIGHLIGHTS :
| ||CURRENT YEAR (01/04/2016 TO 31/03/2017) ||PREVIOUS YEAR (01/04/2015 TO 31/03/2016) |
| ||Rupees ||Rupees |
|Income ||7480 ||13065 |
|Gross Profit/(Loss) Before Depreciation ||(513973) ||(651121) |
|Depreciation/ Impairment ||- ||664797 |
|Gross Profit/ (Loss) After Depreciation ||(513973) ||(1315918) |
|Provision for Taxation ||- ||- |
|Net profit / (Loss) After Tax ||(513973) ||(1315918) |
2. CURRENT YEAR'S & FUTURE REVIEW
The Company operated at a low level and is making a revival plan for rehabilitating theCompany.
3. DIVIDEND :
No Dividend is recommended by the Board of Directors for the year 2016-2017.
Shri Nilesh M Sawant is retiring by rotation and offers himself for re-appointment.
The Company is environment friendly as the Company's Products are organic and free fromToxic- residues and based on Natural substances and no pollution is caused to theenvironment. Production Center: There is no Pollution from the Factories of the Companyand the environment is kept clean.
Farm Sources: Since the company is encouraging pesticide-free farming it is helping inkeeping the environment clean on the farms.
6. DIRECTOR'S RESPONSIBILITY STATEMENT: *
Pursuant to the requirement clause (c) of sub-section (3) of section 134 of theCompanies Act 2013 your Directors confirm that:
In the preparation of the Annual Accounts:
i) The applicable accounting standards have been followed and wherever required properexplanations relating to the material departures have been given.
ii) 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 and fair view of the state of the Company at the end of the financialyear and of the profit or loss of the Company for the period.
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv) The accounts have been prepared on a going concern basis.
7. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the year 5 Board Meeting 5 Audit Committee Meetings 1 Nomination andRemuneration committee Meetings 1 Risk Management committee Meeting and 1 StakeholderRelationship Committee Meeting were convened and held. The details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act2013.
9. PUBLIC DEPOSITS:
The Company does not have nor not invited any Public Deposits.
10. AUDIT COMMITTEE:
The composition of the Audit committee is provided in Corporate Governance Report andforms a part of this Annual Report. There have been no instances of non-acceptance of anyrecommendations of the Audit committee by the Board during the financial year underreview.
11. CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreement with the Bombay Stock ExchangeLimited Corporate Governance and Management Discussion and analysis Report annexed tothis report for part of this annual Report
12. NOMINATION AND REMUNERATION POLICY
The Nomination & Remuneration policy is not applicable to the Company since thereare no applicable employees in the Company and no Director gets any remuneration from theCompany.
13. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Further there is nomaterial related party transaction during the year under review the Promoters Directorsof Key Managerial personnel. Hence no particulars are being provided in Form AOC-2. Allrelated Party Transactions are placed before the Audit committee as also the Board ofDirectors for approval.
14. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of the report. >
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review no orders have been passed by the Regulator or courts orTribunals against the Company.
16. STAFF AND LABOUR :
Your Directors are pleased to record appreciation of Team work and efforts put by theemployees of the Company at all levels. There are no employees of the Company drawing Rs.25000/- or more per month at any time during the year.
a. Statutory Auditor
The Auditors are to be appointed from the date of YEAR 2015 Annual General Meeting tillthe conclusion of the next Annual General Meeting and their Remuneration is to be fixed.However appointment of the statutory auditor is to be ratified every Annual GeneralMeeting till conclusion of 2020 Annual General Meeting. The retiring Auditors M/s.BATLIBOI & PUROHIT CHARTERED ACCOUNTANTS Mumbai are eligible for re-appointment
b- Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial personnel) rules 2014 the Company hasaDDointed M/s. GMS & Co.. ComDanv Secretary in Practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is included as "Annexure B"and forms an integral part of this Report.
18. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 in included in this Report as "AnnexureC" and forms and integral part of this Report.
19. CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
The energy consumed in the production process is negligible and does not offer scopefor any significant conservation of energy.
TOTAL FOREIGN EXCHANGE USED AND EARNED:
Foreign Exchange used : Nil Foreign Exchange earned : Nil
20. RESEARCH AND DEVELOPMENT:
No research has been conducted this year.
21. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments during the year.
22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Board members are provided with necessary documents/ broachers reports andinternal policies to enable them to familiarize with the Company's procedures andpractices.
23. The Company has put in place an adequate system of internal financial controlwith respect to the financial statement and commensurate with its size and nature ofbusiness which helps in ensuring the orderly and efficient conduct of business. Noreportable material weakness in the operation was observed.
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has formulated and published a Whistle Blower Policy to provide vigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177 (9) of theAct and Clause 49 of the Listing Agreement.
25. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the listingAgreement the Board of Directors has carried out an annual performance evaluation of itsown performance and that of the Directors and Committees.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||Sd/- |
|Place: Mumbai ||DILIP. S. DAHANUKAR |
|Date: 30/05/2017 ||(DIN No 00353297) |
| ||(Chairman) |
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION THE NOMINATION ANDREMUNERATION POLICY
The Company strongly believes that the system of Corporate Governance protects theinterest of all the stakeholders by inculcating transparent business operation andaccountability from management towards fulfilling the consistently high standard ofCorporate Governance in all facets of the Company's operations.
II. The Company has adhared to prudential norms in the Composition and appointment ofDirector and fix their remuneration.
III. The Company will seek advice and services of competent professionals as an whenrequired by the Company.