To the Members
OMEGA AG SEEDS PUNJAB LIMITED
Your Directors have pleasure in submitting their 25th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2017
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previousyear's figures are given hereunder: (Amount in Rs. Lakhs)
|Particulars ||As on 31st March 2017 ||As on 31st March 2016 |
|Gross Income ||68.27 ||68.29 |
|Total Expenditure ||63.92 ||63.02 |
|Profit Before Tax ||4.35 ||5.27 |
|Provision for Taxes / Deferred ||1.34 ||2.64 |
|Tax || || |
|Net Profit ||3.01 ||2.63 |
2. OPERATIONAL HIGHLIGHTS;
Our sales increased to Rs. 5135110/- for the current year as against Rs. 4935110/-in the previous year recording a growth of 4.05%. and earned Profit before tax (PBT) ofRs. 435053 for the current year as against Rs. 527758 in the previous year recordinga decline of 17.56%.
3. INDIA ACCOUNTING STANDARDS;
Vide notification dated February 16 2015 the Ministry of Corporate Affairs notifiedthe Indian Accounting Standards ("Ind AS") are applicable for listedcompanies having networth of more than Rs.500 crores. Your Company does not fall underthat category because the networth of your Company is below Rs.500 crores and hence Ind ASis not applicable to your Company for the financial year 2016-17.
4. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report
5. CHANGE IN THE NATURE OF BUSINESS IF ANY
No changes in the nature of business has occurred affecting the business of the Companyduring the period under review.
No Dividend was declared for the current financial year due to conservation of Profits.
7. TRANSFER TO RESERVES:
The Company has not transferred any amount to the General Reserve out of current year'sprofits and the same is in compliance with the applicable provisions prescribed under theCompanies Act 2013.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no dividend declared during the past seven years the provisions ofSection 125 of the Companies Act 2013 do not apply.
9. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW U/S 173(1)
During the year four Board Meetings were convened. The intervening gap between theMeetings was in compliance with the Companies Act 2013. The Details of such BoardMeetings are hereunder:
|Sl.No. ||Date of Board meeting ||Board strength ||No. of directors present |
|1 ||30th May 2016 ||7 ||7 |
|2 ||13th August 2016 ||7 ||4 |
|3 ||14th November 2016 ||7 ||4 |
|4 ||14th February 2017 ||7 ||4 |
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board consists of Mr. Lakshmanarao Kondaveti as Managing Director and Mrs. Leena NParekh Mr. Rakesh Kumar Jain Mr. Muppavarapu Chowdary and Mr. Veera VenkataSatyanarayana Aakana Mr. Achuta Ramaiah Pavuluri and Mr. Bollina Chandra Subhash actingas directors of the Company.
Mr. N.V.R. Mohan rao has submitted his resignation letter from the possession ofManaging Director as well as director of the company and the same was approved by theBoard on 14th February 2017 with effect from 14th February 2017.The Board of Directors has upon the recommendations of the Nomination and RemunerationCommittee appointed Mr. Lakshmanarao Kondaveti as Managing Director of the company witheffect from 14th February 2017 and Mr. Veera Venkata Satyanarayana Aakana asCFO of the company with effect from 30th May 2017. Your Company has appointedMr. Lakshmanarao Kondaveti and Mr. Veera Venkata Satyanarayana Aakana as a Key ManagerialPersonnel of the company.
According to Section 204 of the Companies Act 2013 read with rule no. 8 of theCompanies (Appointment and Remuneration of Managerial Personal) Rules 2014 your companyis required to appoint a full time company secretary. The Board of directors of yourcompany has made all efforts to appoint a full time company secretary. However due toscarcity of qualified Company Secretaries the Company was not able to appoint a full timecompany secretary. Your directors are making efforts to recruit a company secretary.
11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
12. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure- 1 and is attached to this Report.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is engaged in the trading in agri produces and therefore conservation ofenergy technology absorption etc. is nil. Since the Company has not done anyManufacturing operations during the year under review. However the Company follows apractice of purchase and use of energy efficient electrical and electronic equipment andgadgets in its operations. There was no foreign exchange inflow or outflow during the yearunder review.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Board formulated a Risk Management Policy on the recommendations of the AuditCommittee. The Policy provides for review of the operations of the organizationidentification of potential threats to the organization estimating the likelihood oftheir occurrence and then taking appropriate actions to address the most likely threats.The Policy also provides for periodical placement of such a report before the Board forits review and to ensure that management controls risk through means of a properly definedframe work. In the opinion of the Board risk of fluctuations in raw material prices andchanges in Government Policies are the elements of risk that may threaten the existence ofthe Company.
16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The provisions U/s 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibilities) Rules 2014 are not applicable to the company.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
All transactions that were entered into during the financial year were on arm's lengthbasis and were in the ordinary course of the business. There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnel orother designated persons which may have potential conflict with interest of the company atlarge.
18. DECLARATION OF INDEPENDENT DIRECTORS
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(7) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.
19. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 Clause 49 of the ListingAgreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Nomination & RemunerationCommittees.
20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
According to the provisions of Section 177 of the Companies Act 2013 read with Rule 6and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 Board ofDirectors of your company constituted Audit Committee comprises of three Directors asmembers. Two-thirds of the members of audit committee are Independent directors. Allmembers of audit committee have the ability to read and understand basic financialstatements i.e. balance sheet profit and loss account and statement of cash flows andone member have accounting or related financial management expertise. The Chairman of theAudit Committee is an independent director. The Audit Committee met four times during theyear. Further details relating to Audit Committee are dealt with in Corporate GovernanceReport forming part of this report.
21. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively: and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and specified employees in the course of day to day businessoperations of the company. The Company believes in "Zero Tolerance" againstbribery corruption and unethical dealings / behaviour in any form and the Board has laiddown certain directives to counter such acts. Such code of conduct has also been placed onthe Company's website. The Code lays down the standard procedure of business conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behaviour from an employee in a given situation and the reporting structure.All the Board Members and the Senior Management personnel have confirmed compliance withthe Code.
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism Policy to deal with instances of fraud andmismanagement if any. Staying true to our core values of Strength Performance andPassion and in line with our vision of being one of the most respected companies in Indiathe Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The said Policy ensures that strict confidentiality is maintained inrespect of whistle blowers whilst dealing with concerns and also specified that nodiscrimination will be meted out to any person for a genuinely raised concern.
24. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr.Mallesham Korepu bearing M..No. 19162 and C.P. No.8277 proprietor of M/s.Korepu Mallesham & Co a firm of Company Secretaries in Practice Hyderabad toconduct Secretarial Audit of the Company. Report of the Secretarial Audit in Form MR-3 forthe financial year ended March 31 2017 is enclosed as Annexure to the Report.
25. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS
There were no qualifications reservations or adverse remarks made by the Auditors intheir report for the financial year ended 31st March 2017.
Pursuant to provisions of section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Risk and ComplianceCommittee during the year under review.
26. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Nomination and Remuneration Committee comprises three members and two of them areIndependent non executive Directors.
The Company has neither accepted nor renewed any deposits from public during the yearunder review and as such no amount on account of principal or interest on public depositswas outstanding as on the date of the balance sheet.
28. STATUTORY AUDITORS
M/s. Mudili Vijaya Krishna & Associates Chartered Accountants Vijayawada wereappointed as Statutory Auditors for a period of five years in the 22nd AnnualGeneral Meeting held on 30th September 2014. Their continuance of appointmentand payment of remuneration are to be confirmed and approved in the ensuing Annual GeneralMeeting. The Company has received a certificate from the above Auditors to the effect thatif they are reappointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.
a) Buy Back Of Securities
Your Company has not bought back any of its securities during the year under review.
b) Sweat Equity
Your Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
Your Company has not provided any Stock Option Scheme to the employees.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSED) ACT 2013
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
31. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future.
32. STATEMENT ON EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Company is having Nomination and Remuneration Policy formulated by Nomination andRemuneration Committee and approved by the Board of Directors under Section 178 of theCompanies Act 2013. The Policy contains criteria for evaluation of the Board of its ownperformance during the year and that of its Committees and Individual Directors.
33. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
34. SECRETARIAL STANDARDS OF ICSI
Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS-1) and General Meetings (SS-2) which came into effect from 1 July 2015.
Your Directors place on record their sincere thanks to customers shareholderssuppliers bankers consultants and various Government Authorities for their continuedsupport extended to your Company's activities during the year under review.
By Order of the Board For Omega AG Seeds (Punjab) Limited
| ||Sd/- ||Sd/- |
|Place : Hyderabad ||[K. Lakshmanarao] ||[A.V.V. Satyanarayana] |
|Date : 14.08.2017 ||Managing Director ||Chief Financial Officer & |
| ||DIN: 07706939 ||Whole-time Director |
| || ||DIN: 06962180 |