MUKTA AGRICULTURE LIMITED
Your Directors are pleased to present the 8th Annual Report along with the AuditedAccounts for the Financial Year ended 31st March 2019.
1. FINANCIAL PERFORMANCE OF THE COMPANY
| || ||(Rs. In Lakhs) |
|Particulars ||Year ended March 31 2019 ||Year ended March 31 2018 |
|Profit/(Loss) before interest depreciation tax and Extra Ordinary Items ||2.09 ||(745.55) |
|Less: Depreciation/amortization ||1.39 ||1.97 |
|Profit/(Loss) before interest tax and Extra Ordinary Items ||0.71 ||(747.52) |
|Less: Finance Costs ||- ||- |
|Profit/(Loss) before tax and Extra Ordinary Items ||0.71 ||(747.52) |
|Less: Provision for taxes on income || || |
|--Current tax ||0.14 ||- |
|--Deferred tax liability / (asset) ||(0.10) ||0.42 |
|--MAT Credit Entitlement ||(0.14) ||- |
|Profit/(Loss) before Extra-Ordinary Items ||0.81 ||(747.93) |
|Extra Ordinary Items (Net of Tax) || || |
|Profit/ (Loss) for the year ||0.81 ||(747.93) |
|Other Comprehensive Income ||(322.28) ||(189.80) |
|Total Comprehensive Income for the year ||(321.47) ||(937.73) |
2. STATE OF COMPANY'S AFFAIRS
Your Directors are pleased to inform that your company is recovering out of losses andduring the year under review your company has achieved profit of Rs. 81026 as compared tolosses incurred during the previous financial year and will turn the company into profitsin the future as well.
Due to losses in the previous years your directors are striving to recover the lossesand are exploring the other prospective growth avenues so as to restore the Company'sfinancial position.
3. DIVIDEND & RESERVES
Your Directors do not recommend any dividend for the year ended 31st March 2019 and noamount was transferred to Reserves.
4. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2019 is Rs. 216817710/- (RupeesTwenty-One Crore Sixty- Eight Lakhs Seventeen Thousand Seven Hundred and Ten Only) dividedinto 21681771 (Two Crores Sixteen Lakhs Eighty-one Thousands Seven Hundred andSeventy-One) Equity Shares of the face value of Rs. 10/- each. During the year underreview the Company has not issued any shares with or without differential voting rights.It has neither issued employee stock options nor Sweat Equity Shares and does not have anyscheme to fund its employees to purchase the shares of the Company.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Director retires by rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of Articles of Association of the Company Mrs. Asha Khadaria Director of theCompany retires by rotation at the forthcoming Annual General Meeting
(AGM) and being eligible offers herself for re-appointment. Your Directors recommendher re-appointment as Director of the Company.
Appointment and cessation of Directors during the year:
During the year under review in pursuance with the provisions of Section 149 161 andother applicable provisions of the Companies Act 2013 and in terms of SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 the Board of Directors had atits meeting held on 11th April 2018 & 30th May 2018 appointed Mr. Harpreet SinghKohli & Mrs. Niraali Santosh Thingalaya as Additional Directors of the Companyrespectively in Non-Executive Independent
Director's Category with immediate effect and whose term was upto the 7th AGM. But dueto some personal reasons Mr. Kohli tendered his resignation to the Board from the post ofAdditional Director with effect from 20th April 2018.
Further the requisite resolution for approval of Mrs. Thingalaya's appointment as anIndependent Director for the term of 5 Consecutive Years has been proposed in the noticeof 7th AGM for the approval of the members which was held on 29th September 2018 and herterm of appointment commenced from 30th September 2018 to 29th September 2023.
Pursuant to the provisions of the Companies Act 2013the members at the 3rd AGM ofyour Company held on 30th
September 2014 appointed Mr. Manoj Bhatia as an Independent Directors to hold officefor 5 (five) consecutive years for a term up to 31st March 2019. Mr. Manoj Bhatia iseligible for re-appointment as Independent Director for a second term of up to 5 (five)consecutive years. Pursuant to the applicable statutory provisions and based on therecommendation of the Nomination and Remuneration Committee the Board recommends for theapproval of the members through a Special Resolution at the 8th AGM of your Company there-appointment of Mr. Manoj Bhatia as an Independent Director for a second term of 5(five) consecutive years from 1st April 2019 to 31st March 2024.
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.
Appointment and Cessation of KMP during the year:
During the year under review Ms. Khushboo Zota has tendered her resignation from thepost of Company Secretary & Compliance Officer and the Board has accepted the same atthe meeting held on 3rd August 2018 with immediate effect.
Further the Board has appointed Mr. Gourav Mundra as a Company Secretary &Compliance officer of the Company by passing a Board Resolution at their meeting held on2nd January 2019 with immediate effect
Information regarding the directors seeking appointment/ re-appointment:
The Resume/ Profile and other information regarding the directors seekingappointment/re-appointment as required by the Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 & SS-2 of ICSI have beengiven in the Notice convening the 8th AGM of the Company.
In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Company periodically organizes a program in order to familiarizeIndependent Directors with the Company's operations. The details of familiarizationprogramme have been posted on the website of the Company under the web link:https://www.mukta-agriculture.com/investors.html
Key Managerial Personnel:
As on 31st March 2019 Mr. Rakesh Sahewal CFO Mr. Mohit Khadaria Managing Director& Mr. Gourav Mundra Company Secretary are the KMPs of the Company.
None of the Directors are disqualified from being appointed as Directors as specifiedin section 164 of Companies Act 2013.
6. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Act the Board of Directors to thebest of their knowledge and ability confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable Accounting Standards had been followed and there is no 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 profit/Loss of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) they have prepared the annual accounts for the financial year ended 31st March 2019on a going concern basis;
e) they have laid down internal financialcontrols to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
8. MEETINGS OF THE BOARD
During the year under review 9 (Nine) meetings of the Board of Directors were held.For details of the meetings of the board please refer to the Corporate Governance Reportwhich forms part of this report.
9. COMMITTEES OF THE BOARD
Pursuant to requirement under Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has constituted variouscommittees of Board such as:
a) Audit Committee;
b) Nomination & Remuneration Committee; and
c) Stake Holders Relationship Committee.
The details with respect to the composition powers roles terms of reference numberof meetings held attendance at the meetings etc. of statutory committees are given indetail in the Corporate Governance Report which forms part of this Report.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
Your Company does not have any subsidiary Joint Ventures and Associate Company for theyear ended 31st March 2019.
11. EMPLOYEE STOCK OPTION SCHEME
Presently the Company does not have a scheme for grant of stock options to itsemployees.
12. PARTICULARS OF EMPLOYEES
The information as per the provisions of Section 197(12) of the Act read with Rule 5(2)and 5(3) of the Rules forms part of this Report. However as per first proviso to Section136(1) of the Act and second proviso of Rule Report and Financial Statements are beingsent to the Members of the Company excluding the statement of particulars of employeesunder Rule 5(2) and 5(3) of the Rules. Any Member interested in obtaining a copy of thesaid statement may write to the Company Secretary at the Registered Office of the .
The statement of Disclosure of Remuneration under Section 197(12) of the Act read withthe Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 ("Rules") is mentioned below.
Statement of Disclosure of Remuneration under Section 197 of Companies Act 2013 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
1. The Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the Financial Year 2018-19: Not applicable as your Companyis not providing any remuneration to the Directors of the company.
2. Percentage increase in remuneration of each Director CFO and Company secretary :
During the year under review No Sitting fees or remuneration was paid to theDirectors. The percentage increase in the salary of CFO (Mr. Rakesh Sahewal) is 10%.
During the year under review Ms. Khushboo Zota Company Secretary tendered herresignation w.e.f 3rd August 2018 and new Company Secretary Mr. Gourav Mundra wasappointed by the Board at their meeting held on 2nd January
2019 with immediateeffectin her place and in regards with the increase in remunerationof Company Secretary we are considering the Company Secretary who is on the Board as on31st March 2019 and there was no increment in his remuneration during the Financial Year2018-19.
3. The percentage increase in the median remuneration of employees in the FinancialYear 2018-19: During the Financial Year under review the median remuneration is Rs.1.82 Lakhs p.a. and due to the appointment & cessation of Company Secretary during thefinancial year there is decrease in the percentage in Median Remuneration of employees
4. The number of permanent employees on the rolls of company: Three (as on 31stMarch 2019)
5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Notapplicable as the Company has not increased the salary of any of the employee other thankey managerial personnel during the last financial year. There are no other exceptionalcircumstances for increase in the remuneration of key managerial personnel and increase inremuneration has been in accordance with the Company's policies.
6. It is hereby affirmed that the remuneration paid during the
13. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
Your Company has in place a formal policy for prevention of sexual harassment of itswomen employees in line with "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the year under review there were no complaints filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Company has adopted a Policy under the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 is not applicable on your Company andthere were no complaint about sexual harassment during the year under review.
14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Since the Company is neither engaged in any manufacturing activity nor the Company hasany manufacturing unit therefore there prescribed particulars with regards to complianceof rules relating to conservation of Energy and Technology absorption pursuant to Section134 (3) (m) of the Companies Act 2013 read with Rule 8 (3) of the Companies(Accounts) Rules 2014 are not applicable on your Company.
15. FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review there were no foreign exchange earnings or out flow.
During the year under review your Company has not invited or accepted any depositsfrom the public in terms of Chapter V of the Companies Act 2013 and no amount ofprincipal or interest was outstanding in respect of deposits from the public as on thedate of balance sheet.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of loans and Investments covered under section 186 of the Companies Act2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 for thefinancial year 2018-19 are given in the Notes on financial statement referred to in theAuditors' Report.
18. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 your Company has formulated a policy on related partytransactions which is available on Company's website at https://www.mukta-agriculture.com/pdfs/Policy_on_Related_Party_Transaction.pdf.
Omnibus approval was obtained for related party transactions which are of repetitivenature and entered in the ordinary course of business and at arm's length basis. Pursuantto Regulation 23 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 all related party transactions were placed before the Audit Committee for theirreview and approval.
During the year under review in terms with the provisions of Regulation 23 of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 the Company hadentered into material related party transactions with M/s. Nouveau Global Ventures Limited& M/s. Mystic Electronics Ltd and details of which is given in the notes to theFinancial Statement and those transactions were in ordinary course of business and onarm's length basis.
Further the disclosure of material related party transactions pursuant to Section134(3) of Companies Act 2013 in Form AOC-2 is not applicable to the Company.
The related party disclosures as specified in Para A of Schedule V read with Regulation34(3) of the Listing Regulations are given in the Financial Statements.
19. STATUTORY AUDITORS & AUDITORS' REPORT
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter M/s.Bansal Bansal & Company Chartered Accountants (Registration No. 100986W) wereappointed as statutory auditors of the Company for the period of 5 years from theconclusion of the 4th Annual General Meeting (AGM) held on 30th September 2015 till theconclusion of the 9th AGM.
In accordance with the Section 40 of the Companies (Amendment) Act 2017 theappointment of Statutory Auditors is not required to be ratified at every AGM. Thus M/s.Bansal Bansal & Company will continue to hold office till the conclusion of 9th AGM.
The Auditor's Report on financial statements is a part of this Annual Report. There hasbeen no qualification reservation adverse remark or disclaimer given by the Auditors intheir Report. During the year the Statutory and Internal Auditors had not reported anymatter under Section 143(12) of the Companies Act 2013 therefore no detail is requiredto be disclosed under Section 134(3) (ca) of the Companies Act 2013.
20. SECRETARIAL AUDITORS & AUDITORS' REPORT
Pursuant to the provisions of Section 204 of the Act Mr. Shivhari Jalan aPracticing Company Secretary had been appointed to undertake the secretarial audit of theCompany for the financial year 2018-19. The Secretarial Audit Report is annexed herewithas ANNEXURE I which forms an integral part of this report.
During the year the Secretarial Auditors had not reported any matter under Section143(12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-
Response to observation no.1 & 2:
The observation is itself self-explanatory and the management is committed tostreamline in future.
Response to observation no.3:
The delay is due to administrative reasons and management is committed to streamline infuture.
Response to observation no.4:
The observation is itself self-explanatory and the management is committed tostreamline in future. In regards with the ratification of the same the Board has placedbefore the members of the Company for the approval of existing material related partytransactions entered by and between the related parties during the Financial Year underreview.
21. CORPORATE GOVERNANCE
In compliance with the Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a detailed report on CorporateGovernance is given as Annexure and forms an integral part of this
Annual Report. A Certificatefrom the statutory auditors M/s. Bansal Bansal & Coconfirming compliance of the conditions of Corporate Governance as stipulated under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is appended ofthe CEO/MD and CFO of the Company in terms to the Corporate Governance Report . ACertificateof Regulation 17(8) of the Listing Regulations is forming part of Corporate GovernanceReport.
22. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return ofthe Company in Form MGT-9 forms an integral part of this report as Annexure II. TheAnnual Return as referred in Section 134(3)(a) of the Companies Act 2013 for thefinancial year ended 31st March 2019 shall be placed on the website of the Company atwww.mukta-agriculture.com
23. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES
The prerequisite in terms of Section 135 of the Companies Act 2013 of corporate socialresponsibility does not apply to the Company.
24. INTERNAL CONTROL SYSTEMS
The Company has adequate and robust Internal Control System commensurate with thesize scale and complexity of its operation. The Internal Control System is placed tosafeguard and protect from loss unauthorized use or disposition of its assets. All thetransactions are properly authorized recorded and reported to the Management. InternalAudit is carried out in a programmed way and follow up actions were taken for all auditobservations. Your Company's Statutory Auditors have in their report confirmed theadequacy of the internal control procedures.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 (3) of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report havebeen given separately forming part of the Annual Report.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has formed a Whistle Blower Policy for establishing a vigil mechanism fordirectors and employees to report genuine concerns regarding unethical behavior andmismanagement if any. The said mechanism also provides for strict confidentialityadequate safeguards against victimization of persons provision for direct access to thechairperson of the Audit Committee in appropriate cases. No personnel have been deniedaccess to the Audit Committee pertaining to the Whistle Blower Policy.
The said Whistle Blower Policy has been disseminated on the Company's website athttps://www.mukta-agriculture.com/ investors.html.
27. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of Section 134(3) Section 149(8) and Schedule IV of the Actread with SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 AnnualPerformance Evaluation of the Board the Directors as well as Committees of the Board hasbeen carried out. The performance evaluation of all the Directors and the Board as a wholewas conducted based on the criteria and framework adopted by Nomination & RemunerationCommittee details of which are provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Non-Independent Directors was carried out bythe Independent Directors in their separate meeting. The Board of Directors expressedtheir satisfaction with the evaluation process.
28. RISK MANAGEMENT
Your Company continues to have an effective risk management. The Managementcontinuously oversees the risk management process including identification impactassessment and drawing mitigation plans.
29. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY
The Board of Directors has framed a Policy which lays down a framework in relation toremuneration of Directors KMP and other employees of the Company. The salient features ofthis Policy is given in the Corporate Governance Report.
On the recommendation of Nomination and Remuneration Committee the Board of Directorsof the Company at their meeting held on 29th March 2019 have amended the RemunerationPolicy of the Company. The amended Policy have been made effective from 1st April 2019.The said Policy is available on the Company's website at http://www.mukta-agriculture.com/investors.html.
Shares of your Company are continued to be listed on BSE Limited. Listing fees hasalready been paid for the financial year 2019-20.
31. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial financial yearofthe . Companyi e 31st March 2019 andthe date ofthis Report
32. COST RECORDS AND COST AUDIT
In accordance with Section 148(1) of the Companies Act 2013 the provision relating tomaintenance of cost records and requirement of cost audit are not applicable to theCompany during the year under review due to business activities carried out by theCompany.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS
There are no significant or material orders passed by the Regulators or Courts orTribunals which impacts the going concern status of the Company and its future operations.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
i) Issue of equity shares with differential rights as to dividend voting or otherwise.
ii) No change in nature of business.
35. GREEN INITIATIVES
The Company supports and pursues the 'Green Initiative'' of the Ministry ofCorporate Affairs Government of India. The Company has effected electronic delivery ofNotice of Annual General Meeting and Annual Report to those Members whose e-mail IDs wereregistered with the Company/ Depository Participants. The Companies Act 2013 and theunderlying rules as well as Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 permit the dissemination of financial statements andannual report in electronic mode to the Members
For members who have not registered their email addresses physical copies are sent inthe permitted mode. Your Directors are thankful to the Members for actively participatingin the Green Initiative and seek your continued support for implementation of the greeninitiative.
Your Directors express deep sense of appreciation to the members investors bankersservice providers customers and other business constituents for their continued faithabundant assistance and cooperation extended to the Company. Your Directors would like tomake a special mention of the support extended by the various Departments of Government ofIndia the State Governments particularly the Tax Authorities the Ministry of CommerceMinistry of Corporate Affairs
Securities and Exchange Board of India and others and look forward to their continuedsupport in all future endeavors.
Your Directors also sincerely appreciate the high degree of professionalism commitmentand dedication displayed by employees at all levels thereby contributing largely to thegrowth and success of the Company.
| ||By and on behalf of the Board |
| ||For Mukta Agriculture Limited |
| ||Krishan Khadaria ||Mohit Khadaria |
| ||Director ||Managing Director |
| ||DIN: 00219096 ||DIN: 05142395 |
|Registered Office: || || |
|401/A Pearl Arcade Opp. P. K. Jewellers || || |
|Dawood Baug Lane Off J. P. Road || || |
|Andheri (West) Mumbai 400 058 || || |
|Place: Mumbai || || |
|Dated: 31st August 2019 || || |