To the Members
Your Directors have pleasure in presenting their43nd Annual Report of theCompany together with the Audited Financial Statements of the Company for the year endedon 31stMarch 2019.
|Particulars ||2018-19 ||2017-18 |
|Total Revenue ||3440579 ||9682368 |
|Profit/Loss before Depreciation & Tax ||915288 ||7689450 |
|Depreciations ||3055 ||3055 |
|Profit/Loss before taxation ||912233 ||7686395 |
|Corporate Tax ||238000 ||430539 |
|Profit/Loss after Tax ||674233 ||7255856 |
|Balance carried to Balance sheet ||674233 ||862134 |
|Basic EPS ||0.12 ||1.25 |
REVIEW OF OPERATIONS
During the year under review your company has registered profit during the year ended 31stMarch 2019 amounted to Rs.674233 as compared to Rs.7255856 duringthe previous year. Looking to the current profit and accumulated losses of past yearsyour Director has not recommended any dividend for the financial year2018-2019.
Your directors are unable to recommend any dividend for the year ended 31st March2019.
TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to reserve.
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 or tribunal 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. The internal 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 Audit Committee 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
The members in the last Annual General Meeting held on September 29 2018 haveappointed Mrs. Saba Sultana Memon an Independent Director for a period of 5 years i.e.from February 15 2018 to February 14 2023and have re-appointed Mr. Chatur Patel as anIndependent Director for second term of five years i.e. from April 1 2019to March 312024.
Mrs.Shamim Sheikh retires by rotation at the forth coming Annual General Meeting andbeing eligible offer herself for re-appointment.
INDEPENDENT DIRECTORS DECLARATION
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.
Six meetings of the Board of Directors were held during the year viz. on29th May20186th August 2018 13th August 201830th October201813th February 2019 and 8th March 2019.Agenda papers werecirculated to the Directors in advance for each meeting.
EVALUATION OF THEDIRECTORSAND COMMITTEES
The Board has a formal mechanism for evaluating its performance and as well as that ofits Committees and individual Directors including the Chairperson of 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. Thesuggestions comments 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 web site of the company www.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 2019 the Committee met 4 timeson29thMay201813th August 201830thOctober 2018and13thFebruary2019. The composition of the Audit Committee and details of their attendance at themeetings are as follows:
|Sr. No. ||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 |
|4. ||Mrs. Saba Sultana Memon ||Member ||Independent Director ||4 |
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 four 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 31st March 2019 the Committee met twotimes on15th May 2018 and26th July 2018. The composition of theNomination and Remuneration Committee and details of their attendance at the meetings areas follows:
|Sr. No. ||Name of the Director ||Position ||Category ||No. of meetings attended |
|1. ||Mr. Chatur C. Patel ||Chairman ||Independent Director ||2 |
|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 ||2 |
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 criteria forevaluation 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. The terms 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 attended
2. Timeliness of circulating Agenda for meetings and descriptiveness
3. Quality quantity and timeliness of flow of information to the Board
4. Promptness with which Minutes of the meetings are drawn and circulated
5. Opportunity to discuss matters of critical importance before decisions are made
6. Familiarity with the objects operations and other functions of the company
7. Importance given to Internal Audit Reports Management responses and steps towardsimprovement
8. Avoidance of conflict of interest
9. Exercise of fiscal oversight and monitoring financial performance
10. Level of monitoring of Corporate Governance Regulations and compliance
11. Adherence to Code of Conduct and Business ethics by directors individually andcollectively
12. Monitoring of Regulatory compliances and risk assessment
13. Review of Internal Control Systems
14. Performance of the 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 Director was theChairman of the Committee.
During the Financial year ended 31stMarch 2019 the Committeemetonetimeon15thMay 2018.The composition of the Stakeholder Relationship andGrievance Committee and details of their attendance at the meetings are as follows:
|Sr. No. ||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 |
|3. ||Mr. Chatur Patel* ||Member ||Independent Director ||-- |
*Appointed as member of the Committee effective from March 8 2019. No. of investors'complaints received by the RTA/ Company during the year: NIL No. of complaints not solvedto the satisfaction of shareholders during the year: NIL No. of complaints pending as at31stMarch 2019: NIL
Prohibition of Insider Trading:
Comprehensive guidelines advising and cautioning the management staff 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 and members of the SeniorManagement of 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 Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies(Appointment &Remuneration of Managerial Personnel) Rules2014in respect of employees of the Company is provided in Annexure III' which isannexed here with.
LOANS GUARANTEES OR INVESTMENT
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 2019.The Company has not accepted any deposits under Chapter V of the Companies Act 2013 andrules made there under.
RELATED PARTY TRANSACTIONS
All related party transactions are in the ordinary course of business and at arm'slength basis which are not material in nature. Allrelated party transactions are with theapproval 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 Companies Amendments Act2017and related Rules during the FY 18-19. In accordance with Sec 134 (3) (a) of the saidAct amended provision the provisional Annual Return in the prescribed format has alsobeen made available on the website of the Company atwww.mpagroindustruris.in/Investorrelation/43rdAnnualReturn(path).
At the42ndAnnual General Meeting held on September 29 2018the shareholders hadapproved the appointment of M/s.Parikh Shah Chotalia & Associates CharteredAccountants (ICAI Firm Registration No.118493W) as the Statutory Auditors for a period of5 years commencing from the conclusion of the 42ndAnnual General Meeting until theconclusion of the47thAnnual General Meeting to be held in the year 2023 subject toratification by the shareholders every year if so required under law. Pursuant to therecent amendment to Section 139of the Act effective May 7 2018 ratification byShareholders every year for the appointment of the Statutory Auditors is no longerrequired and accordingly the Notice of ensuing Annual General Meeting does not include theproposal for seeking Shareholders approval for ratification of Statutory Auditorsappointment.
M/s.Parikh Shah Chotalia & Associates has furnished a certificate of theireligibility and consent under Section 139 and 141 of the Act and the Companies (Audit andAuditors) Rules 2014 for their continuance as the Auditors of the Company for theFY2019-20. In terms of the Listing Regulations the Auditors have confirmed that they holda valid certificate issued by the Peer Review Board of the ICAI.
The Statutory Auditors' Report for FY 2018-19 on the financial statement of the Companyforms part of this Annual Report.
The Statutory Auditors' report on the financial statements for FY 2018-19 does notcontain any qualifications reservations or adverse remarks or disclaimer.
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso to Section 143(12)of the Act.
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 2018-2019. 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 Company publishes advertisement in Hindi language newspaper and will also takeproper care in future to comply with the requirements of giving advertisements in Englishnewspaper too for the intimation of date of Board Meeting and unaudited Financial Resultsof the company. Further from current year i.e. from 1st April 2019 Company hasstarted to publish the same in both English and regional language.
The Company has effectively converted shares of all Promoters from physical toDematerialization form except 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 Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements) 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 suspected fraud or violation ofthe Company's code of conduct or ethics policy. The said mechanism is available to all theemployees of the Company and operating effectively. During the year the Company has notreceived any complaint through such mechanism. A copy of 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 in manufacturing activities during the year. Thereforethere is no information to submit in respect of conservation of energy and absorption oftechnology.
The Company has no foreign exchange earnings and out goings during the year.
CORPORATE SOCIAL RESPONSIBILITY
Good governance demands adherence to social responsibility coupled with creation ofvalue in the larger interest of the general public. We are committed to continuouslyimproving our performance in the areas of environmental protection health and safety aswell as to the principles of sustainable development and responsible care. We continue tocontribute to society by appropriate means. We aim to enhance the quality of life of thecommunity in general and have a strong sense of social responsibility.
The Company has not constituted a Corporate Social Responsibility Committee since theCompany does not meet with any of the three conditions prescribed in Section 135 of theCompanies Act 2013 and the Rules made thereunder for constitution of a 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 of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid.
Pursuant to Regulation 15 of Chapter IV of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the compliance with the Corporate Governance as specifiedin regulation 27 and Schedule V para C D and Edoesnot apply to 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 isannexed here with 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 the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
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 adequate accountingrecords in accordance with the provision of this Act for safeguarding the assets of theCompany ad for preventing and detecting fraud and other irregularities;
d) The annual accounts had been prepared on a going concern basis;
e) Internal financial controls to 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 and operating 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 their capability and hard work have enable your company attain goodperformance during these difficult times and look forward to their support in future aswell.
| ||For and on behalf of the Boardof Directors |
| ||M. P. Agro Industries Ltd. |
| ||Sd/- |
|Place:Vadodara ||Shamim Sheikh |
|Date:17thJune 2019 ||Chairperson of the Board |