MUKTA AGRICULTURE LIMITED
Your Directors are pleased to present the 8th Annual Report along with the Audited Accounts 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)|
|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|
|--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 and during the year under review your company has achieved profit of Rs. 81026 as compared to losses incurred during the previous financial year and will turn the company into profits in the future as well.
Due to losses in the previous years your directors are striving to recover the losses and are exploring the other prospective growth avenues so as to restore the Company's financial position.
3. DIVIDEND & RESERVES
Your Directors do not recommend any dividend for the year ended 31st March 2019 and no amount was transferred to Reserves.
4. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2019 is Rs. 216817710/- (Rupees Twenty-One Crore Sixty- Eight Lakhs Seventeen Thousand Seven Hundred and Ten Only) divided into 21681771 (Two Crores Sixteen Lakhs Eighty-one Thousands Seven Hundred and Seventy-One) Equity Shares of the face value of Rs. 10/- each. During the year under review 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 any scheme 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 in terms of Articles of Association of the Company Mrs. Asha Khadaria Director of the Company retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible offers herself for re-appointment. Your Directors recommend her 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 and other applicable provisions of the Companies Act 2013 and in terms of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 the Board of Directors had at its meeting held on 11th April 2018 & 30th May 2018 appointed Mr. Harpreet Singh Kohli & Mrs. Niraali Santosh Thingalaya as Additional Directors of the Company respectively in Non-Executive Independent Director's Category with immediate effect and whose term was upto the 7th AGM. But due to some personal reasons Mr. Kohli tendered his resignation to the Board from the post of Additional Director with effect from 20th April 2018.
Further the requisite resolution for approval of Mrs. Thingalaya's appointment as an Independent Director for the term of 5 Consecutive Years has been proposed in the notice of 7th AGM for the approval of the members which was held on 29th September 2018 and her term 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 of your Company held on 30th September 2014 appointed Mr. Manoj Bhatia as an Independent Directors to hold office for 5 (five) consecutive years for a term up to 31st March 2019. Mr. Manoj Bhatia is eligible 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 the recommendation of the Nomination and Remuneration Committee the Board recommends for the approval of the members through a Special Resolution at the 8th AGM of your Company the re-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 under Section 149(7) of the Companies Act 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the Listing Regulations.
Appointment and Cessation of KMP during the year:
During the year under review Ms. Khushboo Zota has tendered her resignation from the post of Company Secretary & Compliance Officer and the Board has accepted the same at the 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 on 2nd January 2019 with immediate effect
Information regarding the directors seeking appointment/ re-appointment:
The Resume/ Profile and other information regarding the directors seeking appointment/re-appointment as required by the Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 & SS-2 of ICSI have been given 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 familiarize Independent Directors with the Company's operations. The details of familiarization programme 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 specified in section 164 of Companies Act 2013.
6. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable mandatory Secretarial Standards issued by the 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 the best of their knowledge and ability confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2019 the applicable Accounting Standards had been followed and there is no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of 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 of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts for the financial year ended 31st March 2019 on a going concern basis;
e) they have laid down internal financialcontrols to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable 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 Report which forms part of this report.
9. COMMITTEES OF THE BOARD
Pursuant to requirement under Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board of Directors has constituted various committees 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 number of meetings held attendance at the meetings etc. of statutory committees are given in detail 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 the year ended 31st March 2019.
11. EMPLOYEE STOCK OPTION SCHEME
Presently the Company does not have a scheme for grant of stock options to its employees.
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 Section 136(1) of the Act and second proviso of Rule Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) and 5(3) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the statement of Disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (Rules) is mentioned below.
Statement of Disclosure of Remuneration under Section 197 of Companies Act 2013 and Rule 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 the employees of the company for the Financial Year 2018-19: Not applicable as your Company is 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 the Directors. The percentage increase in the salary of CFO (Mr. Rakesh Sahewal) is 10%.
During the year under review Ms. Khushboo Zota Company Secretary tendered her resignation w.e.f 3rd August 2018 and new Company Secretary Mr. Gourav Mundra was appointed by the Board at their meeting held on 2nd January
2019 with immediateeffectin her place and in regards with the increase in remuneration of Company Secretary we are considering the Company Secretary who is on the Board as on 31st March 2019 and there was no increment in his remuneration during the Financial Year 2018-19.
3. The percentage increase in the median remuneration of employees in the Financial Year 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 the financial 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 31st March 2019)
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not applicable as the Company has not increased the salary of any of the employee other than key managerial personnel during the last financial year. There are no other exceptional circumstances for increase in the remuneration of key managerial personnel and increase in remuneration 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 its women 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 Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Company has adopted a Policy under the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. The constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 is not applicable on your Company and there 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 has any manufacturing unit therefore there prescribed particulars with regards to compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (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 deposits from the public in terms of Chapter V of the Companies Act 2013 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of loans and Investments covered under section 186 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 for the financial year 2018-19 are given in the Notes on financial statement referred to in the Auditors' Report.
18. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 your Company has formulated a policy on related party transactions 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 repetitive nature and entered in the ordinary course of business and at arm's length basis. Pursuant to Regulation 23 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 all related party transactions were placed before the Audit Committee for their review 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 had entered 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 the Financial Statement and those transactions were in ordinary course of business and on arm's length basis.
Further the disclosure of material related party transactions pursuant to Section 134(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 Regulation 34(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) were appointed as statutory auditors of the Company for the period of 5 years from the conclusion of the 4th Annual General Meeting (AGM) held on 30th September 2015 till the conclusion of the 9th AGM.
In accordance with the Section 40 of the Companies (Amendment) Act 2017 the appointment 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 has been no qualification reservation adverse remark or disclaimer given by the Auditors in their Report. During the year the Statutory and Internal Auditors had not reported any matter under Section 143(12) of the Companies Act 2013 therefore no detail is required to 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 a Practicing Company Secretary had been appointed to undertake the secretarial audit of the Company for the financial year 2018-19. The Secretarial Audit Report is annexed herewith as ANNEXURE I which forms an integral part of this report.
During the year the Secretarial Auditors had not reported any matter under Section 143(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 are as follows:-
Response to observation no.1 & 2:
The observation is itself self-explanatory and the management is committed to streamline in future.
Response to observation no.3:
The delay is due to administrative reasons and management is committed to streamline in future.
Response to observation no.4:
The observation is itself self-explanatory and the management is committed to streamline in future. In regards with the ratification of the same the Board has placed before the members of the Company for the approval of existing material related party transactions entered by and between the related parties during the Financial Year under review.
21. CORPORATE GOVERNANCE
In compliance with the Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a detailed report on Corporate Governance is given as Annexure and forms an integral part of this Annual Report. A Certificatefrom the statutory auditors M/s. Bansal Bansal & Co confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is appended of the CEO/MD and CFO of the Company in terms to the Corporate Governance Report . ACertificate of Regulation 17(8) of the Listing Regulations is forming part of Corporate Governance Report.
22. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of the Annual Return of the Company in Form MGT-9 forms an integral part of this report as Annexure II. The Annual Return as referred in Section 134(3)(a) of the Companies Act 2013 for the financial year ended 31st March 2019 shall be placed on the website of the Company at www.mukta-agriculture.com
23. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES
The prerequisite in terms of Section 135 of the Companies Act 2013 of corporate social responsibility does not apply to the Company.
24. INTERNAL CONTROL SYSTEMS
The Company has adequate and robust Internal Control System commensurate with the size scale and complexity of its operation. The Internal Control System is placed to safeguard and protect from loss unauthorized use or disposition of its assets. All the transactions are properly authorized recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Company's Statutory Auditors have in their report confirmed the adequacy of the internal control procedures.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 (3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 a detailed Management Discussion and Analysis Report have been 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 for directors and employees to report genuine concerns regarding unethical behavior and mismanagement if any. The said mechanism also provides for strict confidentiality adequate safeguards against victimization of persons provision for direct access to the chairperson of the Audit Committee in appropriate cases. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy.
The said Whistle Blower Policy has been disseminated on the Company's website at https://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 Act read with SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 Annual Performance Evaluation of the Board the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by Nomination & Remuneration Committee details of which are provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.
28. RISK MANAGEMENT
Your Company continues to have an effective risk management. The Management continuously oversees the risk management process including identification impact assessment 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 to remuneration of Directors KMP and other employees of the Company. The salient features of this Policy is given in the Corporate Governance Report.
On the recommendation of Nomination and Remuneration Committee the Board of Directors of the Company at their meeting held on 29th March 2019 have amended the Remuneration Policy 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 has already been paid for the financial year 2019-20.
31. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial financial year ofthe . 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 to maintenance of cost records and requirement of cost audit are not applicable to the Company during the year under review due to business activities carried out by the Company.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS
There are no significant or material orders passed by the Regulators or Courts or Tribunals 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 the following 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 of Corporate Affairs Government of India. The Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs were registered with the Company/ Depository Participants. The Companies Act 2013 and the underlying rules as well as Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 permit the dissemination of financial statements and annual report in electronic mode to the Members
For members who have not registered their email addresses physical copies are sent in the permitted mode. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative.
Your Directors express deep sense of appreciation to the members investors bankers service providers customers and other business constituents for their continued faith abundant assistance and cooperation extended to the Company. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India the State Governments particularly the Tax Authorities the Ministry of Commerce Ministry of Corporate Affairs Securities and Exchange Board of India and others and look forward to their continued support in all future endeavors.
Your Directors also sincerely appreciate the high degree of professionalism commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company.
|By and on behalf of the Board|
|For Mukta Agriculture Limited|
|Krishan Khadaria||Mohit Khadaria|
|DIN: 00219096||DIN: 05142395|
|401/A Pearl Arcade Opp. P. K. Jewellers|
|Dawood Baug Lane Off J. P. Road|
|Andheri (West) Mumbai 400 058|
|Dated: 31st August 2019|