Your Directors are pleased to present before you the 25th Annual Report of the companyfor the year ended 31st March 2017.
Financial Results Standalone Figures
| || ||(Amount in Lakhs) |
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Total Income ||32.13 ||27.26 |
|Total Expenditure ||21.50 ||21.59 |
|Profit before tax ||10.63 ||5.67 |
|Extraordinary Items (Loss on sale of investments) ||(150) ||(17.31) |
|Provision for Tax (Including Deferred) ||2.02 ||1.08 |
|Mat Credit ||0.55 ||1.95 |
|Net Loss/Profit after tax ||7.66 ||(10.77) |
REVIEW OF OPERATIONS
During the year under review the company has recorded an income of Rs. 32.13 lakhs asagainst Rs. 27.26 lakhs in the previous year. In the current year the company earned NetProfit after tax of Rs. 7.66 Lakhs as against a loss of Rs.10.77 lakhs in the previousyear.
CHANGE IN THE NATURE OF BUSINESS IF ANY :
During the period under review and the date of Board's Report there was no change inthe nature of Business.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
TRANSFER TO RESERVES:
Directors have decided not to transfer any amount to reserves for the year.
The Board of Directors of your Company is of the opinion that keeping in view thefuture fund requirements of the Company your directors do not recommended any dividendfor the financial year ended March 312017.
The paidup equity share capital of the company as on 31st March 2017 is Rs 135874700divided into 135874700 equity shares of Rs 1 each and there is no change in the capitalof the company during the financial year.
DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
There have been no material changes and commitments affecting the financial positionof the Company which occurred during between the end of the financial year to which thefinancial statements relate and the date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
There are no instances of transactions/contracts/arrangements entered into by theCompany with related party(ies) as defined under the provisions of Section 2(76) of theCompanies Act 2013 during the financial year under review.
DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014.
DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014.
DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN BASIS OF THE COMPANY:
There were no significant material orders passed by regulators courts tribunalsimpacting the going concern basis of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Dinesh Kumar Gund Mr. Shubhum Jain andMrs. Usha Rathi Independent directors of the company to the effect that they are meetingthe criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forming part of this report as required underRegulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 isattached separately to this Annual Report.
DIRECTORS APPOINTMENTS AND RESIGNATIONS
During the year under review there are no changes in the appointment and resignationsof Directors
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) they have selected such accounting policies and applied them 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 and of the profitof the company for the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
At present the Board of Directors is balanced one and is comprised of Five directorsnamely Mr. Aditya Phanse Mr Shubhum Jain Mr. Dinesh Kumar Gund Mr. S. N. Rathi and MrsUsha Rathi.
The composition of the Board as on 31st March 2017:
|Name ||Category |
|Mr. S N Rathi ||Managing Director |
|Mr Aditya Phanse ||Non- Executive Director |
|Mr. Dinesh Kumar Gund ||Independent Director |
|Mr Shubhum Jain ||Independent Director |
|Mrs Usha Rathi ||Non- Executive Director |
During the financial year ended March 31 2017 06 Meetings of the Board of Directorswere held as against the minimum requirement of 4 times. None of the two Board Meetingshave a gap of more than 120 days between them. The dates of meetings and the number ofdirectors present therein are mentioned below.
|Sr. No. ||Date |
|1. ||30.05.2016 |
|2. ||13.08.2016 |
|3. ||03.09.2016 |
|4. ||14.11.2016 |
|5. ||14.02.2017 |
i) Statutory Auditors :
The Auditors M/s. Lokesh Vyas & Co. Chartered Accountants Inodre retire at thisAnnual General Meeting and the company has received a certificate from the auditors theeffect that their appointment as auditors will be in accordance with the provisions ofCompanies Act 2013 and the members are requested to approve their appointment asStatutory Auditors for the year 2017-18.
ii) Cost Auditors :
Cost Audit is not Applicable
iii) Secretarial Audit :
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Mr Y Koteswara Rao Practicing Company Secretary inPractice is enclosed as a part of this report.
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 312017 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust growth in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 has noted that the same doesnot have any reservation qualification or adverse remarks.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has duly complied with the provisions of section 186 of the companies Act2013.
|Secured Loans ||NIL |
|Unsecured Loans ||NIL |
|Current /Non-Current Investments ||Rs. 69420290 |
|Guarantees ||NIL |
|Securities Extended ||NIL |
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
LISTING OF SHARES AND SUSPENSION
The Equity Shares of the Company are listed on BSE Limited Delhi Stock ExchangeLimited and Madhya Pradesh Stock Exchange Limited and the company has paid all the listingfees to the BSE LTD. The Company Shares are suspended from trading w.e.f 04th March 2015by BSE LTD vide their letter BSE letter No. L/DOSS/KM/INV/COM/531597/1 dated 27-02-2015and the company has submitted its protest by way of a letter to the Exchange to lift thesuspension and allow trading for the benefit of the Stake Holders of the company.
Your Company is holding 900000 equity shares of M/s Protect Nature Pvt Ltd("PNPT") (97.26% holding of "PNPT") a company engaged in the businessof Agro food products production and process including forward and backward integrationincluding manufacturing of fertilizers. Pursuant to the said acquisitions PNPT becamesubsidiary of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial statements have been prepared by the Company pursuant toRegulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and relevant provisions of companies Act 2013. The Consolidated Financial Statement andAuditors' Report thereon forms part of the Annual Report.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry ofCorporate Affairs vide its circular no. 17/2011 dated 21st April 2011 all members who areholding shares of the Company in physical mode are requested to register their e-mail IDswith the Company so as to enable the company to send all notices/ reports/documents/intimations and other correspondences etc. through e-mails in the electronic mode insteadof receiving physical copies of the same.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is given in the Annexure-B to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
CORPORATE SOCIAL RESPONSIBILITY (CSR) is not applicable to your company.
RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well-structured riskmanagement process.
VIGIL MECHANISM :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Company has established a vigil mechanism and oversees through thecommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee on reporting issues concerning the interests of coemployees and the Company. The company has also set out a whistle blower policy in termsof the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 so as toensure that the business is conducted with integrity and the company's financialinformation is accurate.
The Policy on Vigil Mechanism and whistle blower policy may be accessed on thecompany's website.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent/Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
RELATED PARTY TRANSACTIONS :
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors KeyManagerial Personnel (KMP) or their relatives which could have had a potential conflictwith the interests of the Company. Transactions with related parties entered by theCompany in the normal course of business are periodically placed before the AuditCommittee for its omnibus approval and the particulars of contracts entered during theyear as per Form AOC-2.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in Form MGT-9 as on 31stMarch 2017 is annexed herewith as Separate Annexure.
REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder :
|S. No ||Name ||Designation ||Remuneration paid F.Y. 2015-16 Rs.lakhs ||Remuneration paid F.Y. 2016-17 Rs. lakhs ||Increase in remuneration from previous year Rs. lakhs ||Ratio/ Times per Median of employee Remuneration |
|1 ||Mr. Satya Narayan Rathi ||Managing director ||0.60 ||0.60 ||NIL ||1:6 |
| || || || || || || |
None of the Directors/employees are in receipt of remuneration limits prescribedpursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and hence the details of such Directors/employees arenot attached herewith.
A separate report on the Corporate Governance for the year under review as stipulatedin Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has been attached as part of this annual report.
The Company is in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meeting.
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company. None of the employeesis drawing more than the limits prescribed under Section 197(12) of Companies Act 2013read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel)Rules 2014.
Directors take this opportunity to express their thanks to various departments of theCentral and State Government Multinational Companies operating in India and AbroadBankers Material Suppliers Customers and Shareholders for their continued support andguidance.
The Directors wish to place on record their appreciation for the dedicated efforts putin by the Engineers and Employees of the Company at all levels.
| ||For & on behalf of the Board of Directors |
| ||Sd/- |
| ||Satya Narayan Rathi |
| ||Managing Director |
|Place : Indore (M.P.) ||DIN: 00450442 |
|Dated : 1st September 2017 || |