PARKER AGROCHEM EXPORTS LIMITED
Your Directors take pleasure in presenting the TWENTY FIFTH Annual Report of theCompany together with the Audited Accounts for the financial year ended on 31stMarch 2018.
The brief financial results are as under:
| || ||(Rs. in lacs) |
|Particulars ||2017-18 ||2016-17 |
|Gross Income ||775.67 ||1036.99 |
|Profit/(Loss) before Depreciation and Tax ||47.82 ||56.07 |
|Less: Depreciation ||48.31 ||45.81 |
|Profit/(Loss) Before Tax and Extra Ordinary Items ||(0.49) ||10.26 |
|Less: Extra Ordinary Items ||- ||(0.64) |
|Less: Current Tax ||- ||9.41 |
|Add/Less: Deferred Tax Liability ||5.06 ||(5.97) |
|Profit/(Loss) After Tax ||4.57 ||7.46 |
|Balance Carried to Balance Sheet ||4.57 ||7.46 |
During the year under report the Company continued to carry on the business of rentingof storage tank. The Company continue to explore opportunities for trading in commoditiessuch as various agriculture commodities metals and also in gold and silver.
The turnover of the Company for the year 2017-18 has decreased from Rs. 1036.99 Lacs toRs. 775.67 Lacs as compared to previous year mainly due to the fact that there was notrading of commodities. Due to this profit before Depreciation and Tax decreased to Rs.47.82 Lacs as compared to profit of Rs. 56.07 lacs in the last year.
After charging Depreciation the Company has made loss before tax and extra ordinaryitems of Rs (0.49) Lacs as compared to profit of Rs. 10.26 Lacs in the last year. Afterproviding for Taxation (mainly deferred tax liability) the Company has made profit ofRs. 4.57 Lacs as compared to profit of Rs. 7.46 Lacs which has been transferred to BalanceSheet. Thus during the year under report the profit of the Company has decreased due tolower realisation for the storage tank however the Company will endeavour to increase theprofitability in the time to come.
SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:
The Company does not have any Subsidiary Company or Joint Venture Company or AssociateCompany.
MATERIAL CHANGES AND COMMITMENT:
During the year under review Mr. Jagdish R. Acharya one of the Promoter Group of theCompany acquired 2591467 Equity Shares of the Company from Mr. Sukhdevbhai R. Acharya Oneof the Promoter by way of inter se transfer amongst immediate relatives pursuant toRegulation 3(1) 3(2) and 4 of Takeover code 2011.
Except above there were no material changes and commitments affecting the financialposition of the Company which have occurred between the end of financial year of theCompany to which the financial statements relate and the date of the report.
REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:
During the year the financial statement or report was not revised. Hence furtherdetails are not applicable.
In order to conserve resources your Directors express their inability to declare anydividend.
TRANSFER TO RESERVE:
Your Directors find it prudent to transfer a sum of Rs. 4.57 Lacs to General Reserveout of profits of the current year.
CHANGE OF CORPORATE/ADMINISTRATIVE OFFICE OF THE COMPANY:
The Corporate/Administrative Office of the Company will be shifted from A-503 GaneshPlaza Opp. Navrangpura Bus-stop Navrangpura Ahmedabad -380009 to Corporate office at401 4th Floor Turqouise Building Panchwati Five Roads Ahmedabad-380006w.e.f. 1st June 2018.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Sukhdevbhai R.Acharya (DIN: 01318814) Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself to be re-appointed as Director ofthe Company. The Board recommends the re-appointment of Mr. Sukhdevbhai R. Acharya (DIN:01318814) as Director of the Company liable to retire by rotation.
During the year Ms. Swetal C. Pandya was appointed as Company Secretary and ComplianceOfficer of the Company w.e.f. 15th April 2017.
Mrs. Shipaben S. Acharya ceased to be Whole-Time Director as well as Director of theCompany w.e.f. 31st March 2018. At the same time Mr. Jagdish R. Acharya andMrs. Shantaben J. Acharya were appointed as an Additional Director of the Company w.e.f.31st March 2018. Mr. Jagdish R. Acharya was also appointed as Managing Directorof the Company w.e.f. 31st March 2018.
The Board recommends the appointment of Mr. Jagdish R. Acharya as Director and asManaging Director of the Company for a period of 3 years and Mrs. Shantaben J. Acharya asDirector of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed:
1. that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
2. that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;
3. that the Directors had 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;
4. that the Directors had prepared the annual accounts on a going concern basis; and
5. that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with applicable Secretarial Standards during the year underreview.
FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 and Regulation 34(3) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit and Nomination & Remuneration Committees based on the criteria and frameworkadopted by the Board.
NUMBER OF MEETINGS OF BOARD:
The Board of Directors duly met 5 (Five) times.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary Declaration from each Independent Director/s undersection 149(7) of the Companies Act 2013 that they meets the criteria of Independencelaid down in section 149(6) of the Companies Act 2013.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEESTOCK OPTION SCHEME:
During the year the Company has not issued any equity shares with differential votingrights or sweat equity shares or shares under employee stock option scheme. Hencedisclosure regarding the same is not given.
M/s. Wadhawan & Co. Chartered Accountants the existing auditors of the Companywere appointed as auditors of the Company at the 21st AGM for holding theoffice from the conclusion of that 21st AGM till the conclusion of the 26thAGM.
However M/s. Wadhawan & Co. has shown their unwillingness to continue asStatutory Auditors of the Company for the financial year 2018-19 and tendered theirresignation. In view of this the Company has to appoint new Statutory Auditor of theCompany. In this regard the Company has received a Special Notice u/s 140 (4) of theCompanies Act 2013 from a member of the Company for appointing M/s. Wadhawan Pandya &Co. Chartered Accountant Ahmedabad as Statutory Auditor of the Company. M/s. WadhawanPandya & Co. Chartered Accountant Ahmedabad has given their consent to act asStatutory Auditor of the Company and also provided declaration that their appointment ifmade shall be within the limit prescribed.
It is further provided that the Company shall place the matter relating to suchappointment by members at annual general meeting. Hence the members are requested toconsider the matter of appointment of Auditors made and also to fix their remuneration.
AUDITORS' REPORT AND NOTES ON FINANCIAL STATEMENTS:
The Board has duly reviewed the Statutory Auditor's Report on the Financial Statements.The observations comments and notes of Auditor are self explanatory and do not call forany further explanation /clarification.
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 M/s. Manoj Hurkat & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure-1".
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment measures in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. During the year there were no complaints received under thesaid act.
The Audit Committee consists of the following Directors:
|1. Mr. Shankarlal S. Thakkar ||Chairperson |
|2. Mr. Liladharbhai L. Thakkar ||Member |
|3. Mr. Pravinkumar M. Thakkar ||Member |
NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee consists of the following Directors:
|1. Mr. Shankarlal S. Thakkar ||Chairperson |
|2. Mr. Liladharbhai L. Thakkar ||Member |
|3. Mr. Pravinkumar M. Thakkar ||Member |
The Company has a vigil mechanism for its directors and employees to deal withinstance of fraud/ mismanagement if any and to report concerns about unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The details of the policy posted on the website of the Company.
CODE OF BUSINESS CONDUCT AND ETHICS:
The Company has laid down a Code of Conduct (COC) which is applicable to all the Boardmembers and Senior Management of the Company. The COC is available on the website of theCompany www.parkeragrochem.com. All the members of the Board and Senior Management haveaffirmed compliance with the Code.
RISK MANAGEMENT POLICY/PLAN:
It may pleased be noted that as per the applicable requirement of Companies Act 2013 arisk management policy/plan of the Company is developed and implemented for creating andprotecting the Shareholder's value by minimizing threats or losses and to identify andProvide a framework that enables future activities of a Company to take place in aconsistent and controlled manner.
ANALYSIS OF REMUNERATION:
The details of remuneration paid to Directors and Key Managerial Personnel are given inextract of Annual Return attached with this report.
Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013read with Companies (appointment and Remuneration of managerial personnel) Rules 2014 aregiven as follows:
|Names and Positions ||[A] Ratio of Directors' Remuneration to the median Remuneration of Employees ||[B] Percentage (%)increase in Remuneration |
|Mr. Sukhdevbhai R. Acharya (Chairperson & Managing Director) ||11.65 ||No increase/decrease |
|Mrs. Shilpaben S. Acharya (Whole-time Director) ||10.19 ||No increase/decrease |
|Mr. Liladharbhai L. Thakkar (Independent Director) ||- ||- |
|Mr. Pravinkumar M. Thakkar (Independent Director) ||- ||- |
|Mr. Shankarlal S. Thakkar (Independent Director) ||- ||- |
|The median remuneration of employees of the Company during the financial year was Rs. 206000/- p.a. || || |
|[C] Percentage increase in the median Remuneration of Employees ||32.05% || |
|[D] Number of permanent Employees on the rolls of Company ||17 (Seventeen) || |
|[E] 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 ||There was no change in the average salaries of employees other than NEDs and KMPs made in the year 2017-18. Similarly there was no change in the Managerial Remuneration in the year 2017-18 as compared to the year 2016-17. |
PARTICULARS OF EMPLOYEES:
The statement showing the names of the top ten employees in terms of remuneration drawnis given as Annexure 2.
There are no employees of the Company drawing remuneration requiring disclosure ofinformation under Section 134 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
DETAILS OF THE REMUNERATION TO MANAGING DIRECTOR/WHOLE-TIME DIRECTOR (AS PER CLAUSE-IVOF SECTION-II OF PART-II OF SCHEDULE V):
(i) all elements of the remuneration package such as salary benefits bonuses stockoptions and pension:
The details are given in clause- VI(A) of MGT-9 attached to this report as Annexure 3.
(ii) details of fixed component and performance-linked incentives along with theperformance criteria:
The details are given in clause- VI(A) of MGT-9 attached to this report as Annexure 3 and performance criteria is linked with net profit of the Company.
(iii) service contracts notice period and severance fees:
Subject to approval of members in the ensuing Annual General Meeting Mr. JagdishAcharya Managing Director will be appointed for a period of 3 years w.e.f. 31st March2018. Notice period is 90 days and no severance fees.
(iv) stock option details if any and whether these have been issued at a discount aswell as the period over which they accrued and how they are exercisable:
The Company has not granted any stock option.
During the year there were no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
As the requirement of CSR Committee is not applicable to the Company no furtherdetails/disclosure required to be given in this regard.
DETAILS ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:
|(A) Conservation of energy || |
|(i) the steps taken or impact on conservation of energy ||The Company accords high priority to conservation of energy. Several concrete steps have been taken to save energy. |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||The Company is not utilizing alternate sources of energy. |
|(iii) the capital investment on energy conservation equipments ||NIL |
|(B) Technology absorption || |
|(i) the efforts made towards technology absorption ||NIL |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||NIL |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ||The Company has not imported any technology during the year. Hence there are no details to be furnished under this clause. |
|(a) the details of technology imported; || |
|(b) the year of import; || |
|(c) whether the technology been fully absorbed; || |
|(d) if not fully absorbed areas where absorption has || |
|not taken place and the reasons thereof; and || |
|(iv) the expenditure incurred on Research and Development ||There are no expenditure incurred on Research and Development by the Company |
|(C) Foreign exchange earnings and Outgo || |
|The Foreign Exchange earned in terms of actual inflows during the year and ||NIL |
|The Foreign Exchange outgo during the year in terms of actual outflows ||NIL |
INTERNAL FINANICAL CONTROL:
The directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.
During the year under report your Company has not accepted any deposits pursuant toSection 73 of the Companies Act 2013. Hence further details are not given.
Details of money accepted (if any during the year) by the Company from the Directorsand/or the relatives of Directors of the Company are given in the notes to the FinancialStatements and the same are not deposit as per the applicable provisions of Companies Act2013 and rules made thereunder.
As per Regulation 15 (2) of SEBI (LODR) Regulations 2015 the compliance with thecorporate governance provisions as specified in Regulations 17 18 19 20 21 22 2324 25 26 27 and clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 and Para C Dand E of Schedule V shall not apply in respect of the listed entity having paid up equityshare capital not exceeding rupees ten crore and net worth not exceeding Rupees TwentyFive Crore as on the last day of the previous financial year.
It may pleased be noted that as our Company is not falling in the applicabilitycriteria prescribed as mentioned above Regulation 27 (2) is not mandatory for the timebeing to the Company.
Hence the Report on Corporate Governance is not forming part of the Directors' Report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure -3"
PARTICULARS OF LOANS INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT2013:
There are no Loans Investments or Guarantees /Security given by the Company during theyear under section 186 of the Companies Act 2013; hence no particulars are required to begiven.
RELATED PARTY TRANSACTION:
Particulars of material contracts or arrangements with related parties referred to insection 188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as"Annexure-4"to Director's Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Necessary Management Discussion and Analysis Report pursuant to Regulation 34(2)(e) ofThe SEBI (LODR) Regulations 2015 is appended as "Annexure-5"to Director'sReport.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
The Company's shareholders may refer the Company's website www.parkeragrochem.com forthe detailed Nomination & Remuneration Policy of the Company on the appointment andremuneration of Directors including criteria for determining qualifications positiveattributes independence of a Director; and other matters provided under sub-section (3)of section 178.
The Company's remuneration policy is directed towards rewarding performance based onreview of achievements periodically. The remuneration policy is in consonance with theexisting industry practice.
Your Directors wish to place on record their sincere appreciation for significantcontribution made by the employees at all the levels through their dedication hard workand commitment thereby enabling the Company to boost its performance during the yearunder report.
Your Directors also take this opportunity to place on record the valuable co-operationand continuous support extended by its valued business associates Auditors SupplierCustomers Banks / Financial Institutions Government authorities and the shareholders fortheir continuously reposed confidence in the Company and look forward to having the samesupport in all its future endeavors.
| ||By Order of the Board |
| ||sd/- |
| ||Jagdish R. Acharya |
|Place : Ahmedabad ||(DIN: 01251240) |
|Date : 25th May 2018 ||Chairperson & Managing Director |
PARKER AGRO CHEM EXPORTS LIMITED
Block-H Plot 3 & 4 New Kandla Kutch - 370 210 (Gujarat)
Our report of even date is to be read along with this letter:
1. Maintenance of Secretarial record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these Secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts and cost records of the Company.
4. We have obtained the Management representation about the compliance of laws rulesand regulations and happening of events secretarial records and other factual positionwhich cannot be otherwise verified etc. wherever required or necessary.
5. The compliance of the provision of Corporate and other applicable laws rulesregulations standards is the responsibility of Management. Our examination was limited tothe verification of the same on test basis.
6. The Secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
| ||For MANOJ HURKAT AND ASSOCIATES |
| ||Practicing Company Secretaries |
| ||Sd/- |
| ||MANOJ R HURKAT |
|Place : Ahmedabad ||Partner |
|Date : 25th May 2018 ||FCS No. 4287 C P No.: 2574 |
Statement showing the names of the top ten employees in terms of remuneration drawn:
|Name ||Designation/ Nature of duties ||Nature of employment whether contractual or otherwise ||Relation with Director or Manager of Company ||Remune- ration (In `) ||Qualifi- cation ||Experience (Years) ||Date of joining ||Age (Years) ||Last employment before ||No. of Equity shares held |
|1 ||2 ||3 ||4 ||5 ||6 ||7 ||8 ||9 ||10 ||11 |
|Sukhdevbhai S. Acharya ||Chairperson & Managing Director ||Contractual ||Husband of WTD ||2400000 ||H.sc ||44 ||09/11/2008 ||73 ||N.A ||NA |
|Shilpaben S. Acharya ||Whole-Time Director ||Contractual ||Wife of MD ||2100000 ||Graduate ||19 ||30/06/2009 ||54 ||N.A ||NA |
|Paresh Jariwala ||Marketing Manager ||Contractual ||NA ||793000 ||B.com ||25 ||01/03/2016 ||44 ||Ruchi Soya Ltd ||NA |
|Vidhan Shah ||Operation Head ||Contractual ||NA ||300000 ||BE ||6 ||01/05/2017 ||35 ||Kunvarji Infrastructure P Ltd ||NA |
|Bharat Thakkar ||CFO ||Contractual ||NA ||292500 ||F.Y B Com ||25 ||01/04/2008 ||46 ||Shree Jyoti Salt Ind. ||1300 |
|Deepak H. Kakkad ||Accountant ||Contractual ||NA ||260000 ||H S C ||20 ||01/04/2008 ||50 ||Shree Krishna Auto ||NA |
|Manoj S. Jha ||Supervisor ||Contractual ||NA ||241700 ||B.Com ||15 ||01/04/2008 ||44 ||Joshi Brothers ||NA |
|Girishbhai L. Thakkar ||Admin Officer ||Contractual ||NA ||232000 ||SSC ||20 ||01/04/2008 ||52 ||Joshi Brothers ||100 |
|Swetal Pandya ||Company Secretary ||Contractual ||NA ||227500 ||CS ||15 ||15/04/2017 ||39 ||Parker Bullion Private Limited ||NA |
|Jitendra Thakker ||Operational Executive ||Contractual ||NA ||206000 ||S.S.C ||15 ||01/04/2017 ||40 ||Vibrant Logistics Private Limited ||NA |
FORM No. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules 2014)
FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THECOMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THECOMPANIES ACT 2013 INCLUDING CERTAIN ARMS LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO
1. Details of contracts or arrangements or transactions not at arm's lengthbasis:
|Name of the Related Party & Nature of Relationship ||Nature of Contracts/ Arrangements/ transactions ||Duration of Contracts/ Arrangements/ Transactions ||Salient terms Justification of Contracts/ for entering Arrangements/ into such Transactions Contracts/ including Arrangements/ value if any Transactions ||Date of Approval by the Board ||Amount ||Date of passing Special Resolution |
2. Details of material contracts or arrangement or transactions at arm's lengthbasis:
|Name of the Related Party & Nature of Relationship ||Nature of Contracts/ Arrangements/ transactions ||Duration of Contracts/ Arrangements/ Transactions ||Salient terms of Contracts/ Arrangements/Transactions including value if any ||Date of Approval by the Board if any ||Amount paid as advances if any |
|Parker Agrochem Products Pvt. Ltd. (Private Company in which Directors are Directors and/or Members) ||Taking Storage Tanks (upto 23243 MT approx.) on Hire basis ||For a period of 5 years from 01/10/2016 to 30/09/2021 ||Terminalling Charges: (Upto Rs. 200 Per Metric Tonne Per Month + Service Tax & Other Taxes & charges applicable if any) (Terminalling charges may vary upto 25% depending upon market conditions) ||25/05/2016 ||NA |
| || || ||Extra Charges:Terminalling charges are for storing edible oil for certain number of times every month in tanks. PAPPL may charge some top up charges if there is any top up during the month.Total transaction value in the year 2017-18 was Rs. 31602027/- || || |