The Board of Directors have pleasure to present the report of the business andoperations of your Company along with the Audited Accounts for the Financial Year endedMarch 31 2018. The summarized financial performance for the year ended 31stMarch 2018 is as follows:
1. Operational Results:
(Rs. in Lakhs)
|Particulars ||March 31 2018 ||March 31 2017 |
|Net Sales ||3034.89 ||3017.50 |
|Other Income ||3.12 ||6.16 |
|Total ||3038.01 ||3023.66 |
|Profit before depreciation taxation & Extraordinary Items ||416.73 ||386.01 |
|Less: Depreciation ||50.33 ||47.54 |
|Less: Tax Expenses ||32.42 ||26.20 |
|Less: Prior period Items ||- ||- |
|Profit after taxation ||333.97 ||312.27 |
|Add: Balance brought forward from previous year ||559.72 ||313.52 |
|Less: Adjustments in Assets ||(0.03) ||- |
|Surplus available for appropriation ||893.66 ||625.79 |
|Appropriations || || |
|General Reserves ||- ||- |
|Less: Proposed Dividend ||- ||(54.90) |
|Less: Tax on Dividend ||- ||(11.17) |
|Accelerated depreciation on fixed asset ||- ||- |
|Balance carried to Balance sheet ||893.66 ||559.72 |
|Total ||893.66 ||559.72 |
The Board has not recommended any dividend for the financial year ended March 31 2018.
3. Operational Review:
Net revenue increased to Rs. 3034.89 Lakhs a growth of around 0.57% against Rs.3017.50 Lakhs in the previous year. Profit before depreciation Taxation and ExtraordinaryItem was Rs. 416.73 Lakhs as against Rs. 386.01 Lakhs in the previous year. Afterproviding for depreciation taxation and Extraordinary Item of Rs. 50.33 Lakhs Rs. 32.42Lakhs and Rs. 0.00 respectively the net profit of the Company for the year under reviewwas placed at Rs. 333.97 Lakhs as against Rs. 312.27 Lakhs in the previous year.
Due to tough market conditions the company's turnover in terms of value has increasedonly at a marginal rate of 0.57% during the year under review. However the profit aftertax has increased by 6.94% compare to previous year as the expenditure relating to cost ofmaterial consumed has reduced of the Company.
4. Share Capital:
The paid up equity capital as on March 31 2018 was Rs. 1098.01 Lakhs. During the yearunder review the Company has issued 5490079 shares as bonus at the ratio of 1:1 to theshareholders on September 01 2017. The Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
Cash and cash equivalents as at March 31 2018 was Rs. 25.64 Lakhs. The companycontinues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
6. Fixed Deposits:
Your Company has not accepted any fixed deposits within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7. Particulars of Loans Guarantees or Investments:
Loans guarantees and investments covered under the provisions of Section 186 of theCompanies Act 2013 form part of the notes to the Financial Statements provided in thisAnnual Report.
8. Internal Control Systems and Their Adequacy:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
9. Conservation of Energy:
a) Company ensures that the operations are conducted in the manner whereby optimumutilization and maximum possible savings of energy is achieved.
b) As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.
c) Since the Company does not fall under the list of industries which should furnishthis information in Form A annexed to the aforesaid Rules the question of furnishing thesame does not arise.
10. Technology Absorption:
Company's products are grown by using in-house know how and no outside technology isbeing used for operational activities. Therefore no technology absorption is required. TheCompany constantly strives for maintenance and improvement in quality of its products andentire Research & Development activities are directed to achieve the aforesaid goal.
11. Research & Development:
A) Details of R & D Activity
The Company has a Research & Development unit working under the expertise ofeminent scientist Dr. Ishwar D. Patel Ex. Scientist G.A.U. Gujarat.
Mr. Prakash Patel and Dr. Abhishek Amin are the Research Scientists.
The Company has two Research & Development farms situated at Maktupur and Valadvillage having land of 14.25 acres and 33.71 acres respectively.
B) Future Plan of Action
Innovation is a journey and your company is well placed to ensure that it continuesto maintain a strong track record in this field.
12. Foreign Exchange Earnings And Out-Go :
During the period under review there is foreign exchange out flow of Rs. 21.38 Lakhs.
13. Industrial Relations:
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
14. Board of Directors:
A) Composition Category of Directors and their directorship as on March 31 2018.
|Name of the Directors ||Category of Directorship ||No. of Directorship in other Companies |
|Shri Pravinbhai M. Patel ||Managing Director ||5 |
|Shri Mafatbhai J. Patel ||Chairman ||3 |
|Shri Dhanajibhai S. Patel ||Executive Director ||2 |
|Shri Samir J. Shah ||Independent Director ||Nil |
|Shri Mukesh R. Sheth ||Independent Director ||Nil |
|Smt. Riddhi Nimit Shah ||Independent Director ||Nil |
During the year 06 (SIX) Board Meetings were convened and held. The details of whichare annexed herewith as "Annexure III". The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.
15. Director's Responsibility Statement:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
16. Related Party Transactions:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Details have been given in Form AOC-2 annexed.
17. Subsidiary Companies:
The Company has Four Subsidiary companies.
|Name of the Company ||% of Shares held |
|1. Mangalam Nutrifeeds Private Limited ||100.00% |
|2. Unjha Psyllium Private Limited ||100.00% |
|3. Unjha Spices Private Limited ||100.00% |
|4. Kiositech Engineering Limited ||99.94% |
18. Management Discussion & Analysis:
In compliance with Regulation 34(3) read with Schedule V(B) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ('Listing Regulations') Management Discussion and Analysis forms part of this AnnualReport.
19. Corporate Governance Report:
In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulationsa Report on Corporate Governance forms part of this Annual Report. The Auditors'certificate certifying compliance with the conditions of corporate governance asprescribed under Schedule V(E) of the Listing Regulations is annexed to the CorporateGovernance Report.
20. Auditor's Report:
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
At the Annual General Meeting held on July 31 2016 Piyush J. Shah & Co.Chartered Accountants Ahmedabad were appointed as Statutory Auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in 2020. Pursuantto the provisions of Section 139 of the Companies Act 2013 and the Rules framed thereunder the appointment of the auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of Piyush J Shah & Co. CharteredAccountants as statutory auditors of the Company is placed for ratification by theShareholders.
22. Secretarial Audit:
Vickey Patel Practising Company Secretary was appointed to conduct the SecretarialAudit of the Company for the year 2017-18 as required under Section 204 of the CompaniesAct 2013 and Rules there under. The secretarial audit report does not contain anyqualification reservation or adverse mark.
23. Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure".
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks government authorities customers vendors farmersemployees and the members during the year under review.
|Place: Ahmedabad ||By Order of Board of Directors |
|Date: August 27 2018 ||For Mangalam Seeds Limited |
| ||CIN:L01112GJ2011PLC067128 |