Your Directors have pleasure in presenting their 45flAnnual Report of theCompany together with the Audited Financial Statements of the Company for the year endedon 3l'March( 2021.
FINANCIAL RESULTS (Rs. in Lakhs)
|Particulars ||2020-21 ||2019-20 |
|Total Revenue ||85.29 ||190.91 |
|Profit/Loss before Depreciation &. Tax ||4.10 ||(35.51) |
|Depreciations ||0.16 ||0.004 |
|Profit/Loss before taxation ||3.94 ||(35.52) |
|Corporate Tax ||1.10 ||(5.98) |
|Profit/Loss after Tax ||2.83 ||(29.54) |
|Balance carried to Balance sheet ||2.83 ||(29.54) |
|Basic EPS ||0.05 ||(0.51) |
REVIEW OF OPERATIONS
During the year under review your company has registered profit for the year ended 31stMarch 2021 amounted to Rs. 283449 as compared to Loss of Rs. 2953662 during theprevious year.
Looking to the accumulated losses of past years your Director has not recommended anydividend for the financial year 2020-2021.
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 POI ICY
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. Arati Jadhav as an Additional Director of the company with effect from February 112021 who shall hold office up to the Annual General Meeting and is eligible forappointment as an Independent Director of the company.
Mr. Chatur Patel who was appointed as the Independent Director of the company hasexpired on 251 July 2020. The Board of Directors records their appreciationfor the valuable guidance provided by him during his tenure as Director / IndependentDirector of the Company.
Mrs. Shamim Sheikh retires by rotation at the forth coming Annual General Meeting andbeing eligible offer herself for re-appointment.
Pursuant to the provisions of Sections 203 of the Act read with Rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the following personsare acting as Key Managerial Personnel of the Company:
1. Mr. Yunus Memon: Managing Director
2. Mrs. Rafiqunnisa Merchant: Director cum Chief Financial Officer
3. Mrs. Ishita Kapure : Company Secretary & Compliance Officer
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 read with Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2014 and Regulation 25(8) of the SEBI Listing Regulations 2015.Further the Board is also of the opinion that the Independent Directors fulfill all theconditions specified in the Companies Act 2013 making them eligible to act as IndependentDirectors.
Five meetings of the Board of Directors were held during the year viz. on 30thJuly 2020 20h August 2020 2nd October 2020 11th November2020 and 11th February 2021. Agenda papers were circulated to the Directors inadvance for each meeting.
As per requirements of section 149 of the Companies Act 2013 ("the Act") andRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") atleast 50% of the Board's Members should beIndependent. Accordingly there is optimum combination of Executive Non - Executive andIndependent Directors including Woman Director in the Company. The Chairman of the Companyis NonExecutive Promoter Director. The Composition of the Board is given hereunder:
|Sr. No. Name of the Director ||Designation ||Category |
|1. Mrs. Shamim Sheikh ||Chairman ||Promoter Non-Executive Director |
|2. Mr. Yunus Memon ||Managing Director ||Executive Director |
|3. Mrs. Rafiqunnisa Merchant ||CFO ||Promoter Director |
|4. Mrs. Saba Sultana Memon ||Director ||Independent Non-Executive |
|5. Mr. Chatur Patel* ||Director ||Independent Non- Executive |
|6. Mrs. Aarti Jadhav** ||Additional Director ||Independent Non- Executive |
* Mr. Chatur C. Patel ceased to be director w.e.f. 25.07.2020 due to death
** Mrs. Aarti Jadhav appointed as Director w.e.f. 11.02.2021
Attendance of each Director present at the Board Meetings and Last Annual GeneralMeeting ("AGM"):
|Sr. No. Name of the Director ||Designation ||Board Meetings ||AGM |
| || ||30.07.20 ||20.08.20 ||02.10.20 ||11.11.20 ||11.02.21 ||26.10.20 |
|1. Mrs. Shamim Sheikh ||Chairman ||V ||Y ||Y ||Y ||Y ||Y |
|2. Mr. Yunus Memon ||Managing Director ||Y ||Y ||Y ||Y ||Y ||Y |
|3. Mrs. Raflqunnisa Merchant ||Director & CFO ||Y ||Y ||Y ||Y ||Y ||Y |
|4. Mrs. Saba Sultana Memon ||Independent Non Executive Director ||V ||Y ||Y ||Y ||Y ||Y |
|5. Mr. Chatur Patel ||Independent Non Executive Director ||Y ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. |
|6. Mrs. Aarti Jadhav* ||Independent NonExecutive Director ||N.A. ||N.A. ||N.A. ||N.A. ||Y ||N.A. |
EVALUATION OF THE DIRECTORS AND COMMITTEES
The Board has a formal mechanism for evaluating its performance as well as that of itsCommittees and individual Directors including the Chairperson of the Board based on thecriteria 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 website of the companyhttp://www.mpagroindustries.in/code-of-conduct.html
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 31st March 2021 the Committee met 4 times on30th July 2020 20th August 2020 11th November 2020 and 11thFebruary 2021. The composition of the Audit Committee and details of their attendance atthe meetings are as follows:
|Sr. No. Name of the Director ||Position ||Category ||No. of meetings attended |
|1. Mr. Chatur C. Patel* ||Chairman ||Independent Director ||1 |
|2. Mr. Yunus Memon ||Member ||Executive Director ||4 |
|3. Mrs. Saba Sultana Memon ||Member ||Independent Director ||4 |
|4. Mrs. Aarti Jadhav** ||Chairman ||Independent Director ||1 |
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 2021 the Committee met twotimes on 20n August 2020 and 2nd October 2020. The composition ofthe Nomination and Remuneration Committee and details of their attendance at the meetingsare as follows:
|Sr. No. Name of the Director ||Position ||Category ||No. of meetings attended |
|1. Mr. Chatur C. Patel* ||Chairman ||Independent Director ||- |
|2. Mrs. Rafiqunnisa Merchant ||Member ||Non-Executive Director ||2 |
|3. Mrs. Shamim Sheikh ||Member ||Non-Executive Director ||2 |
|4. Mrs. Saba Sultana Memon ||Member ||Independent Director ||2 |
|5. Mrs. Aarti Jadhav** ||Chairman ||Independent Director ||- |
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.
During the Financial year ended 31st March 2021 the Committee met one timeon ll'n November 2020. 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 |
|4. Mr. Chatur Patel* ||Member ||Independent Director ||- |
|5. Mrs. Aarti Jadhav** ||Chairman ||Independent Director ||- |
No. of investors' complaints received by the RTA/ Company during the year: NIL No. ofcomplaints not solved to the satisfaction of shareholders during the year: NIL No. ofcomplaints pending as at 31st March 2021: 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.
GENERAL BODY MEETINGS:
Details about location dates and details of the Special Resolutions passed at theprevious three AG Ms are as under:
|Financial Year ||Meeting and Venue ||Day Date and Time ||Special Resolutions passed |
|2019-20 ||44th AGM through Video Conferencing ("VC") ||Monday 26.10.2020 at 03:00 P.M. ||Re-appointment of Mr. Yunus Memon as Managing Director of the Company for the further term of Three years. |
|2018-19 ||43 a AGM held at the Sayaji Hotel Baroda Near Bhimnath Bridge Opp. ParsiAgari Sayajigunj Vadodara - 5 ||Friday 26.07.2019 at 11:30 A.M. ||No Special Resolution was passed. |
|2017-18 ||42nd AG Mat the Registered Office of the Company situated at MIG - 44 Bharti Niketan Near Gautam Nagar Bhopal - 462023 (M.P.) ||Saturday 29.09.2018 at 03:00 P. M. ||Re-appointment of Mr. Chatur Patel as an Independent Director of the Company for the Second term of 5 consecutive years. |
| || || ||Appointment of Ms. Saba Sultana Memonas an Independent Woman Director of the Company for the term of 5 consecutive years. |
| || || ||Shifting of Registered Office of the Company from Bhopal (M.P.) to Vadodara (Gujarat) |
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) Rules2014 in respect of employees of the Company is provided in Annexure 'III' which isannexed herewith.
The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
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 provision of Section 186 ofCompanies Act 2013.
During the year under review your Company has neither accepted nor renewed anydeposits from the public within the meaning of Section 73 of the Companies Act 2013 andthe Companies (Acceptance of Deposits) Rules 2014.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have potentialconflict with the interest of the Company. There are no material related partytransactions which are not in ordinary course of business or which are not on arm's lengthbasis. The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 in Form AOC-2 is annexedherewith as Annexure: I to this report.
The Board has approved a policy for related party transactions which has been uploadedon the Company's website. The web-link for the same ishttp;//www.mpagroindustries.in/code-of-conduct.html.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return in the prescribed format is available athttp://www.mpagroindustries.in/annual-report.html and also the path for the same iswww.mpagroindustruris.in /Investor relation/ Annual Report / Annual Return - Form MGT 7for 20202021.
At the 42nd Annual General Meeting held on September 29 2018 the 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 42nd Annual General Meeting until theconclusion of the 47th Annual 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 139 of 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 theFY2020-21. 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 2020-2021 on the financial statement of theCompany forms part of this Annual Report.
The Statutory Auditors' report on the financial statements for FY 2020-2021 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 20202021. 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 Gujarati language newspaper and has alsostarted to comply with the requirements of giving advertisements in English newspaper toofor the publishing unaudited Financial Results of the company.
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 2013 the Companyhas established a vigil mechanism for directors and employees to report genuine concernsto the management instances of Unethical behaviour actual or suspected fraud or violationof the Company's code of conduct or ethics policy. The said mechanism is available to allthe employees of the Company and operating effectively. During the year the Company hasnot received any complaint through such mechanism. A copy of the said policy is availableon the 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 outgoings during the year.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Companies Act 2013 relating to the Corporate SocialResponsibility initiatives are not applicable to the Company.
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 E does not 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 herewith marked as Annexure "VI" to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF.PROHIBITION 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 31stMarch 2021 and 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 and 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.
In commitment to keep in line with the Green Initiatives and going beyond itelectronic copy of the Notice of 45th Annual General Meeting of the Companyincluding the Annual Report for Financial Year 2020-21 are being sent to all Members whosee-mail addresses are registered with the Company / Depository Participant(s).
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 mpaeroindustries(5)gmail.com with subject as "E-mailfor Green 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).
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 Board of Directors |
| ||M. P. Agro Industries Ltd. |
|Place: Vadodara ||Shamim Sheikh |
|Date: 13h August 2021 ||Chairperson of the Board |