Your Directors have pleasure in presenting their42nd Annual Report of theCompany together with the Audited Financial Statements of the Company for the year endedon 31stMarch 2018.
|Particulars ||2017-18 ||2016-17 |
|Total Revenue ||9682368 ||2749098 |
|Profit/Loss before Depreciation & Tax ||7689450 ||(543089) |
|Depreciations ||3055 ||3056 |
|Profit/Loss before taxation ||7686395 ||(546145) |
|Corporate Tax ||430539 ||436000 |
|Profit/Loss after Tax ||7255856 ||(982145) |
|Balance carried to Balance sheet ||862134 ||(6393722) |
|Basic EPS ||1.25 ||(0.17) |
REVIEW OF OPERATIONS
During the year under review yourcompany has registeredprofitduring the year ended 31stMarch 2018 amountedto Rs.7255856 as compared tolossamounted to Rs.982145during the previous year. Looking to thecurrentprofitandaccumulated lossesof pastyears your Directorhasnot recommended any dividend for the financial year2017-2018.
Your directors are unable to recommend anydividend for the year ended 31st March 2018.
TRANSFER TO RESERVES
The Directors do not propose to transfer any amount toreserve.
MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY
No material changes have occurred and commitments made affecting the financialposition of the company between the end of the financial year of the company and the dateof this report.
PERFORMANCE OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have subsidiary company or Joint Venture Company or AssociateCompany.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no order passed by any regulator or court ortribunal against the companyimpacting the going concern concept or future operations of the company.
ADEQUACY OF INTERNAL CONTROL SYSTEM
The Company has adequate internal control systems and procedures designed toeffectively control the operations. Theinternal control systems are designed to ensurethat the financial and other records are reliable for the preparation of financialstatements and for maintaining assets. The Company has well designed Standard OperatingProcedures. Independent Internal Auditors conduct audit covering a wide range ofoperational matters and ensure compliance with specified standards. Planned periodicreviews are carried out by Internal Audit. The findings of Internal Audit are reviewed bythe top management and by the AuditCommittee of the Board of Directors.
Based on the deliberations with Statutory Auditors to ascertain their views on thefinancial statements including the Financial Reporting System and Compliance to AccountingPolicies and Procedures the Audit Committee was satisfied with the adequacy andeffectiveness of the Internal Controls and Systems followed by the company.
RISK MANAGEMENT POLICY
The risk management includes identifying types of risks and its assessment riskhandling and monitoring and reporting. The Company does not have any Risk ManagementPolicy as the elements of risk threatening the Company's existence are very minimal.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
On the recommendation of Nomination and Remuneration Committee the Board appointedMrs.Saba Sultana Memonas an Additional Director of the company with effect fromFebruary152018 who shall hold office up to the Annual General Meeting and is eligible forappointment as an Independent Director of the company.
Ms.Alibholi Busrawho was appointed as the Independent Director of the companyonFebruary 10 2017 has resigned from the Board onNovember 15 2017. The Board ofDirectors records their appreciation for the services rendered by her during her tenure.
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.
Sixmeetings of the Board of Directors were held during the year viz. on30thMay201712thAugust 2017 26th October 201715th November201712th February 2018 and 15th February 2018.Agenda papers werecirculated to the Directors in advance for each meeting.
EVALUATION OF THEDIRECTORSAND COMMITTEES
The Board has a formal mechanismfor evaluating its performance and as well as that ofits Committees and individual Directors including the Chairpersonof the Board based onthe criteria laid down by Nomination and Remuneration Committee which included attendancecontribution at the meetings and otherwise independent judgment safeguarding of minorityshareholders interest adherence to Code of Conduct and Business ethics monitoring ofregulatory compliance risk assessment and review of Internal Control Systems etc.Thesuggestionscomments and guidance of all the Directors were Excellent.
The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard.The policy is available on the website of the companywww.mpagroindustries.in
COMPLIANCE OF SECRETARIAL STANDARD
As per requirement of provisions of Section 118(10) read with SS9 of SecretarialStandard 1 the Company has complied with the Secretarial Standard applicable to theCompany.
The Audit Committee comprises three members out of which two are Independent Directors.During the Financial year ended 31stMarch 2018 the Committee met 4timeson30thMay201712th August 201715th November 2017 and12th February2018. The composition of the Audit Committee and details of their attendance at themeetings are as follows:
|Sr. Name of the Director ||Position ||Category ||No. of meetings attended |
|1. Mr. Chatur C. Patel ||Chairman ||Independent Director ||4 |
|2. Mr. Yunus Memon ||Member ||Executive Director ||4 |
|3. Ms.Alibholi Busra* ||Member ||IndependentDirector ||3 |
|4. Mrs. Saba Sultana Memon** ||Member ||Independent Director ||-- |
*Ceased to be a member of the Committee effectiveNovember 15 2017.
**Appointed as aDirector on February 15 2018 andmember of the Audit Committeeeffectivefrom May 30 2018.
The Company Secretary acts as a Secretary to the Committee.
The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014 and Regulation 18 read with Part C of Schedule II of SEBI(ListingObligations and Disclosure Requirements) Regulations 2015.
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee comprises of three members who deals with thecriteria for determining qualifications evaluation of performance whether to extend orcontinue the term of appointment of the independent director etc.
During the Financial year ended 31stMarch 2018 the Committee met two timesonMay 25 2017and February 12 2018. The composition of the Nomination and RemunerationCommittee and details of their attendance at the meetings are as follows:
|Sr. Name of the Director ||Position ||Category ||No. of meetings attended |
|1. Mr. Chatur C. Patel ||Chairman ||Independent Director ||2 |
|2. Ms.Alibholi Busra* ||Member ||Independent Director ||1 |
|3. Mrs. Rafiqunnisa Merchant** ||Member ||Non-Executive Director ||2 |
|4. Mrs.Shamim Sheikh** ||Member ||Non-Executive Director ||2 |
|5. Mrs. Saba Sultana Memon*** ||Member ||Independent Director ||-- |
*Ceased to be a member of the Committee effectiveNovember 15 2017. **Appointed asmember of the Committee effectivefromMay 30 2017.
***Appointed as aDirector on February 15 2018 andmember of the CommitteeeffectivefromMay 30 2018.
Terms of reference:
The Nomination and Remuneration Committee assist the Board in overseeing the methodcriteria and quantum of compensation for directors and senior management based on theirperformance and defined assessment criteria. The Committee formulates the criteriaforevaluation of the performance of Independent Directors & the Board of Directors;identifying the persons who are qualified to become directors and who may be appointed insenior management and recommend to the Board their appointment and removal. Theterms ofthe reference of Nomination and Remuneration Committee covers the areas mentioned underPart D of Schedule II of SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 as well as section 178 of the Companies Act 2013.
Performance evaluation criteria for Independent Directors:
The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of Independent Directors which are as under-1. Frequency of meetings attended2. Timeliness of circulating Agendafor meetings and descriptiveness 3. Quality quantityand timeliness of flow of information to the Board 4. Promptness with which Minutes of themeetings are drawn and circulated 5. Opportunity to discuss matters of criticalimportance before decisions are made 6. Familiarity with the objects operations andother functions of the company 7. Importance given to Internal Audit Reports Managementresponses and steps towards improvement 8. Avoidance of conflict of interest 9. Exerciseof fiscal oversight and monitoring financial performance 10. Level of monitoring ofCorporate Governance Regulations and compliance 11. Adherence to Code of Conduct andBusiness ethics by directors individually and collectively 12. Monitoring of Regulatorycompliances and riskassessment 13. Review of Internal Control Systems 14. Performance ofthe Chairperson of the company including leadership qualities.
15. Performance of the Whole time Director 16. Overall performance of the Board/Committees.
STAKEHOLDER RELATIONSHIP AND GRIEVANCE COMMITTEE
The Stakeholder Relationship Committee deals with the matters relating to shareholders'and investors' grievances.Mrs.Rafiqunnisa Merchant Non-Executive Directorwasthe Chairmanof the Committee.
During the Financial year ended 31st March 2018 the CommitteemetonetimeonOctober 23 2017. The composition of the Stakeholder Relationship andGrievance Committee and details of their attendance at the meetings are as follows:
|Sr. Name of the Director ||Position ||Category ||No. of meetings attended |
|1. Mrs. Rafiqunnisa Merchant ||Chairman ||Non-Executive Director ||1 |
|2. Mrs. Shamim Sheikh ||Member ||Non-Executive Director ||1 |
|3. Mr. Yunus R. Memon ||Member ||Executive Director ||1 |
No. of investors' complaints received by the RTA/ Company duringthe year: NIL No. ofcomplaints not solved to the satisfaction of shareholders during the year: NIL No. ofcomplaints pending as at 31stMarch 2018: NIL
Prohibition ofInsider Trading:
Comprehensive guidelines advising and cautioning the managementstaff and otherrelevant business associates on the procedure to be followed while dealing with thesecurities of the company have been issued and implemented.
CODE OF CONDUCT
Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors andmembers of the SeniorManagementof the Company and they have affirmed their compliance with the code of conductas approved and adopted by the Board of Directors. The Code of Conduct is available on theCompany's website www.mpagroindustries.in
PARTICULARS OF EMPLOYEES
The information required under Section197(12) of theCompanies Act 2013 read with Rule5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules2014 inrespect of employees of the Company is providedin Annexure III' which isannexedherewith.
LOANS GUARANTEES ORINVESTMENT
Details of investment made and loans advances by the Company have been given in notesto Financial Statement. The Company has not given any guarantee pursuant to the provisionof Section 186 of Companies Act 2013.
There are no outstanding deposits remaining unpaid as on 31st March 2017. The Companyhas not accepted any deposits under Chapter V of the Companies Act 2013 and rules madethere under.
RELATED PARTY TRANSACTIONS
All related party transactions are in the ordinarycourse of business and at arm'slength basis which are not material in nature. All related party transactions are withthe approval of the Audit Committee and periodically placed before the Board for review.
The extract of Annual Return pursuant to the provisions of Section 92 of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished inForm MGT-9 in Annexure "I" of this Report.Moreover your Company has compliedwith the requirements of the applicable provisions of the CompaniesAmendmentsAct 2017andrelated Rules during the FY 17-18. In accordance with Sec 134 (3) (a) of the said Actamended provision the provisional Annual Return in the prescribed format has also beenmade available on the website of the Company atwww.mpagroindustruris.in/Investorrelation/42ndAnnualReturn(path).
The Statutory AuditorM/s.Parikh Shah Chotalia & Associates CharteredAccountantshave already completed term of Five years asStatutory Auditors of theCompany.According to section 139 (2) (b) M/s. Parikh Shah Chotalia & Associates areeligible for appointment as auditor for a further term of five consecutiveyears.Accordingly on the recommendations of the Audit Committee the Chairman apprised theBoard that the Statutory Auditors are to be appointed for the next term of fiveconsecutive years subject to the approval of the members in the forthcoming AnnualGeneral Meeting. Therefore your company seeksre appointmentof the Statutory Auditors atthe ensuing Annual General Meeting.
The Statutory Auditors'Report to the Shareholders for the Year under review does notcontain any qualification reservation or adverse remark ordisclaimer.
Pursuant to provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board has appointed M/s. J. J.Gandhi & Co. Company Secretaries Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year 2017-2018. The Secretarial AuditReport is annexed herewith marked as Annexure "II" to this Report.
The Board has duly reviewed the Secretarial Audit Report and the observations andcomments appearing in the report are self explanatory.
Clarifications on comments by Secretarial Auditor
The Companypublishes advertisementin Hindi languagenewspaperandwillalsotake proper carein future to comply with the requirements of giving advertisementsin Englishnewspapertoofor theintimation of date of Board Meeting and unaudited Financial Results of thecompany.
The Company has effectively converted shares of all Promoters from physical toDematerialization formexcept shares of three promoters who are expired. The Company hastaken exemption from the Stock Exchange from compliance with the provisions of Regulation31(2) of the Listing Regulations 2015.
Pursuant to the provisions of Section 177(10) of the Companies Act 2013the Company hasestablished a vigil mechanism for directors and employees to report genuine concerns tothe management instances of unethical behaviour actual or suspectedfraud or violation ofthe Company's code of conduct or ethics policy. Thesaid mechanism is available to all theemployees of the Company and operating effectively. During the year theCompany has notreceived any complaint through such mechanism. A copyof the said policy is available onthe website of the Company at the following path:http://www.mpagroindustries.in/code-of-conduct.html.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The Company is not engaged inmanufacturing activities during the year. Therefore thereis no information to submit in respect of conservation of energy and absorption oftechnology.
The Company has no foreign exchange earnings and outgoings during the year.
Good governance demands adherence to social responsibility coupled with creation ofvalue in the larger interest ofthe general public. We are committed to continuouslyimproving our performance in the areas of environmentalprotection health and safety aswell as to the principles of sustainable development and responsible care. Wecontinue tocontribute to society by appropriate means. We aim to enhance the quality of life of thecommunity ingeneral and have a strong sense of social responsibility.
The Company has not constituted a Corporate SocialResponsibility Committee since theCompany does not meetwith any of the three conditions prescribed in Section 135 oftheCompanies Act 2013 and the Rules made thereunder forconstitution ofa Corporate SocialResponsibility Committee.
LISTING OF SHARES
The equity shares of your Company are listed with the BSE Ltd.(Bombay Stock Exchange)Mumbai.
DEMATERIALIZATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view ofthenumerous advantages offered by the Depository system Members are requested to availthe facility of dematerialization of shares with either of the Depositories as aforesaid.
Pursuant to Regulation 15 of Chapter IV of SEBI (ListingObligations and DisclosureRequirements) Regulations 2015 the compliance with the Corporate Governance as specifiedin regulation 27 and Schedule V para C D and Edoesnot applyto our Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) and schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Management Discussion and Analysis Report isannexedherewith marked as Annexure "VI" to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OFPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an anti Sexual Policy in line with the requirements of theSexual Harassment of Women at the Work place (Prevention Prohibition and Redressal) Act2013.All employees (permanent contractual temporary trainees) are covered under thispolicy.A copy of the said policy is available on the website of the Company at thefollowing path: http://www.mpagroindustries.in/code-of-conduct.html.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of subsection (5) of Section 134 of the Companies Act 2013your Directors confirm that: a) In the preparation of the annual accounts theapplicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
b) The accounting policies had been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial year on 31st March2018and of profit and loss of the Company for that period;
c) Proper and sufficient care had been taken for the maintenance of adequateaccountingrecords in accordance with the provision of this Act for safeguarding the assetsof the Company ad for preventing and detecting fraud and other irregularities;
d) The annual accounts had been prepared on a going concern basis;
e) Internal financial controlsto follow by the Company are duly laid down and thesecontrols are adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate andoperating effectively.
Your Directors acknowledge the continued co-operation and assistance received from thestate and central government authorities and company's bankers customers vendorsinvestors and all other stake holders during the year. Your Directors express theirsincere appreciation and gratitude for the whole hearted contribution made by employees atall level who through theircapabilityand hard work have enable your companyattaingoodperformance during thesedifficulttimes and look forward to theirsupportin future as well.
IMPORTANT COMMUNICATION TO MEMBERS
The Ministry of Corporate Affairs has taken "Green Initiative in the CorporateGovernance" by allowing paperless compliance by the companies and has issuedcirculars stating that service of notice/documents including Annual Reports can be sent byE-mail to its members. This will also ensure prompt receipt of Communication and avoidloss in postal transit.
To support this green initiative of the Government in full measure members who havenot registered their e-mail addresses so far are requested to register their e-mailaddresses by sending email to email@example.com subject as "E-mail forGreen Initiative" mentioning their Folio no./Client ID. Members holding shares inelectronic form may register/update their e-mail addresses with the Depository throughtheir concerned Depository Participant(s).
| ||For and on behalf of the BoardofDirectors |
| ||M. P. Agro Industries Ltd. |
| ||Sd/- |
|Place:Vadodara ||SHAMIM SHEIKH |
|Date:13thAugust 2018 ||Chairperson of the Board |