Dear Share Holders
Your Directors have the pleasure in presenting their 25 th Annual Report together withAudited Accounts of the Company for the year ended 31st March 2019
FINANCIAL RESULTS: (Rs. In lacs)
| ||Consolidated ||Standalone |
|Particulars ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Income ||38086.14 ||34488.22 ||38086.14 ||34488.22 |
|(Increase)/decrease of Stock in trade ||448.97 ||(1593.77) ||448.97 ||(1593.77) |
|Profit before Interest Depreciation Tax & Exceptional items ||3587.80 ||3081.47 ||3604.16 ||3082.77 |
|Less : Interest ||1659.42 ||1624.27 ||1659.40 ||1624.25 |
|Depreciation ||1255.36 ||1272.66 ||1255.36 ||1272.66 |
|Profit before Tax ||673.02 ||184.54 ||689.40 ||185.86 |
|Provision for Tax ||252.63 ||93.41 ||252.63 ||93.41 |
|Deferred Tax ||(94.39) ||(417.03) ||(94.39) ||(417.03) |
|Earlier years ||(20.91) ||51.11 ||(20.91) ||51.11 |
|Net Profit ||535.68 ||457.05 ||552.07 ||458.37 |
|Transfer to Profit & Loss A/c ||535.68 ||457.05 ||552.07 ||458.37 |
1) Review of the operations of Sugar Mill
a) Sugar Mill
Sugar Mill commenced crushing operations for the season 2018-19 on 03/12/2018 andclosed on 29/04/2019. The comparative operational results over the last two seasons are asfollows:
|Particulars ||Season ||Season |
| ||2018-2019 ||2017-2018 |
|Duration (Days) ||148 ||184 |
|Sugarcane Crushed (Quintals) ||5802209 ||6968530 |
|Recovery (%) ||* 9.26 ||10.65 |
|Sugar produced in Quintals ||539162 ||743760 |
* Recovery of sugar is low due to production of B heavy molasses.
During the season the mill operated for 148 days and crushed 58.02 lac quintals ofsugar cane. The Sugar Mill has produced 539162 quintals of Sugar at an average recovery of9.26%. The mill also produced 390317 quintals of B- Heavy molasses at an average recoveryof 6.73%. The Sugar unit of the company has achieved turnover income of Rs 20538.25 lacs& has incurred a net loss of Rs.3256.40 Lacs
The Distillery has produced 3103458 cases of Malta and 4773 cases of Marshal underCountry liquor category. The brands of the distillery i.e. Malta & Marshal of 50Degree proof continue to be well accepted by the people and have become popular brands inthe State of Haryana. The Company has produced 622 cases of Blue Heaven whisky 1300cases of Marshal matured Rum 7882 cases Golden Wings whisky & 6636 cases of Whistlerwhisky under the Indian Made Foreign Liquor (IMFL) category . The company is under processof making more Indian made foreign liquor (IMFL) category. The distillery division hasachieved a turnover & other income of Rs. 16675.75 lacs & has earned a net profitof Rs.3808.47 Lacs The company has also produced 5754.80 quintals of CO2 Gas.
c) Malt Plant The 10 Kilo Liters per Day Malt Plant to produce Malt Spirit madefrom Barley is running perfectly. The quality of Malt Spirit produced thereat is of veryhigh standards. The unit has produced 1638865/- bulk liters of Malt Spirit during theyear 2018-19.
During the year the company has produced 10357887 bulk liters of Ethanol from (B heavy4982755 C heavy 5375132) Molasses which has been supplied to various oil companies.
M/s Clearvision Media India (P) Ltd has not commenced any commercial operationsduring the year under review. Details of the subsidiary as per first proviso to section129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014are attached to this report on AOC-1 as Annexure C.
In accordance with the General Circular issued by the Ministry of Corporate AffairsGovernment of India the Balance Sheet statement of Profit & Loss and other documentsof the subsidiary companies are not being attached with the Balance Sheet of the company.However financial information of the subsidiaries companies is disclosed in the Annualreport in compliance with the said circular. The company will provide a copy of separateAnnual accounts in respect of subsidiary to any shareholder of the company who ask for itand the said annual accounts will also be kept open for inspection at the registeredoffice of the company and that of the respective subsidiary companies
The paid up Equity Share Capital as at March 312019 stood at Rs 94.34 Crore consistingof 94339280 Equity shares of Rs.10/- each . During the year under review the company hasnot issued shares or convertible securities or shares with differential voting rights norhas granted any stock options or sweat equity or warrants.
Your Directors have not recommended any dividend on the equity shares for the financialyear ended March 31 2019 to conserve the cash resources for modernization &diversification plans of the company.
5.Directors & Key Managerial Personnel
Sh. Jai Parkash Kaushik Director of the Company retires by rotation and is eligiblefor the reappointment.
Ms Bhawana Gupta Director Chief Financial Officer & Company Secretary hasresigned from the Board of Directors of the company w.e.f. 1/4/2019 The IndependentDirectors have submitted their disclosure to the Board that they fulfill all therequirements as to qualify as an independent director under section 149 (6) of theCompanies Act 2013 & 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Shri Vinod Dada will attain the age of seventy five years during the second tenure offive years on November 6 2021. Pursuant to Regulation 17(1A) of SEBI LODR no listedcompany shall appoint a person or continue the directorship of any person as aNon-Executive Director who has attained the age of seventy five years unless a specialresolution is passed to that effect. Therefore the approval of his reappointment is beingsought by a Special resolution.
6.Number of meetings of the Board
During the year under review 5 (five) meetings of the Board of Directors were held totransact the business of the company. The time gap between the two consecutive meetingswas not exceeding 120 days. Details of the Board meetings including attendance ofDirectors at these meetings are provided in the Corporate Governance Report annexed tothis report.
In line with the provisions of the Companies Act 2013 and SEBI Guidance Note on Boardevolution issued on January 52017 read with relevant provisions of the SEBI listingRegulations 2015 the Board has carried out an annual evaluation of the Directorsindividually of the chairman and of the Board as a whole performance through theseparate meeting of independent Directors and the board as a whole. The board evaluatedthe effectiveness of its functioning that of the committees & of individualDirectors after taking feedback from the Directors & committee members. The manner inwhich the evaluation has been carried out has been explained in the corporate GovernanceReport. The performance of the independent Directors was evaluated by the entire Boardexcept the person being evaluated in their meeting held on 23/03/2019. A separate meetingof independent Directors was held on 23/03/2019 to review the performance of nonindependent Directors performance of the board & committee as a whole &performance of the chairman of the company taking into account the views of executiveDirector & the non executive Directors.
8. Material Changes & commitment affecting the Financial position of the company
There is no material changes affecting the financial position of the company subsequentto the close of the financial year 2018- 19 till the date of report.
9. Significant & material orders passed by the Regulators or Courts or Tribunals
There are no significant material orders passed by the regulators or Courts or Tribunalwhich would impact the going concern status of the company and its future operation.However Members attention is drawn to the statement on Contingent Liabilities andcommitments in the notes forming part of the financial statement.
Your company has not accepted any deposits from the public during the year. Furtherthere is not any non compliance of Chapter 5 of Companies Act 2013 and rules framed thereunder.
Your company carries out a periodical exercise to identify various risks involved inthe business & operations of the company. After identification such risks areassessed for the degree of risks involved and accordingly steps are taken to mitigatethose risks. The objective of such exercise is to mitigate the probable adverse impact onbusiness operations and thus enhance the competitiveness. The risk assessment process ofthe company defines the risk management approach at all levels across the organizationincluding determination of the degree of risks and proper steps to be taken to avoid theprobable harm. The Board is updated periodically on the risks identified and steps takenfor mitigating them.
12.Auditors & Audit report
a. Statutory Auditors M/s Aggarwal Sahil & Associates the Statutory Auditorsof the company were appointed by the members at the 23rd Annual General meeting of thecompany for an initial term of 5 years i.e. from the conclusion of 23rd Annual GeneralMeeting till the conclusion of 28th Annual General meeting of the company pursuant tosection 139 of the Companies Act 2013.They have confirmed that they are not disqualifiedfrom continuing as Auditors of the company.
The Auditors Report does not contain any qualification reservation or adverse remark.The Notes on Financial statements referred to in the Auditors report are self explanatoryand do not call any further comments.
b. Secretarial Audit
Pursuant to the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Mr. Kanwaljit Singh Practicing Company Secretary as Secretarial Auditors ofyour company for the financial year 2019-2020. The Secretarial Audit report for thefinancial year 2018-19 is annexed to this report as Annexure-A.
The Auditors Report does not contain any qualification reservation or adverse remark.The Notes on Financial statements referred to in the Auditors report are self explanatoryand do not call any further comments.
c. Cost Auditors
The Board of Directors upon recommendation of the Audit committee appointed Sh. Sanjeev.K. Bansal Cost Accountant as Cost Auditor of the company to conduct cost audit for itsSugar & Distillery unit the financial year 2019-2020 . Sh. Sanjeev .K. Bansal CostAccountant has submitted a certificate of eligibility for appointment In accordance withthe provisions of section 148 of the Act read with the Companies (Audit & Auditors)Rules2014 the remuneration payable to the Cost Auditors has to be ratified by theshareholders of the company. Accordingly consent of members is sought in the ensuingAnnual General Meeting.
13.Amounts proposed to be carried to Reserves
Particulars of the amounts proposed to be carried to reserves have been covered as partof the financial performance of the company.
14.Consolidated Financial Statement
As required under the Listing Agreement & in accordance with the AccountingStandard (AS)-21 on consolidated Financial Statements read with AS-23 on accounting forinvestments in Associates the Audited consolidated financial statement is provided in theAnnual report.
15.Conservation of Energy Technology Absorption and Foreign Exchange earnings andoutgo:
As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of theCompanies (Accounts) Rules 2014 the information relating to the conservation of theenergy technology absorption and foreign exchange earnings and outgo is annexed andforms part of the report as per Annexure B.
16.Contracts or Arrangements with related Parties
Pursuant to section 134 of the Companies Act2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the Particulars of contracts or arrangements entered into by thecompany with related parties have been done at arm's length and are in the ordinary courseof business. Hence no particulars are being provided in Form AOC-2 as per Annexure C.
17.Particulars of Loans Guarantees or Investments
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 howeverthere is no transaction during the year.
The company`s internal Control system is commensurate with its size scale andcomplexities of its operations. The Audit committee of the Board of Directors activelyreviews the adequacy and effectiveness of the internal control system and suggestsimprovements to strengthen the same. It also reviews the Internal Audit reports.
19.Change in the nature of business
During the year under review there has been no change in the nature of business ofthe company.
20.Extract of Annual Return
The information required under section 134(3) (a) of the Companies Act 2013(the Act)read together with section 92(3) of the Act regarding extract of the Annual return isgiven in Annexure -D of this report.
21.Corporate Social Responsibility (CSR) Committee-CSR Report
Your Directors have already constituted the Corporate Social Responsibility Committeecomprising of Sh. Vinod Dada as the chairman Sh. Harvinder Singh Chopra & Sh. AkhilDada as other members.
As part of its initiatives under "Corporate Social Responsibility" (CSR) the company has contributed almost entire funds as required under section 135 of theCompanies Act 2013.The Company through M/sKedar Nath Sharma Hospital Charitable trust hastaken up various social works for the betterment of society. The company & M/s KedarNath Sharma Hospital Charitable trust contributes towards relief funds distribution ofschool books bags uniforms etc to the poor children.CSR report is as per Annexure E.
22.Management Discussion and Analysis & Corporate Governance & Policies
Pursuant to regulation 34 (3) of SEBI (Listing obligation and disclosure requirements)2015. Management discussion and Analysis Corporate Governance Report and Auditorscertificate regarding compliance of conditions of corporate governance are made part ofthe Annual Report as per Annexure F.
Your board has in accordance with the requirements of Companies Act 2013 & SEBI(Listing obligation and disclosures requirement) 2015 has adopted policies such as RelatedParty Transaction Corporate Social Responsibility Policy Whistle Blower and VigilMechanism policy. These policies are available on the website of the company and can beviewed on www.picagro.com.
Your board has in accordance with the requirements of Companies Act 2013 & SEBI(Listing obligation and disclosure requirements) 2015 has formed Nomination &Remuneration Committee Corporate Social Responsibility Committee Audit Committee &Stakeholders relationship Committee is given in Annexure F.
23.Whistle Blower / Vigil Mechanism policy
Whistle Blower / Vigil Mechanism policy regulation 22 of the Listing regulations andsubsection (9 & 10) of section 177 read with rule 7 of the companies (Meetings ofBoard & its powers) Rules 2014 interalia provides for all listed companies toestablish a Whistle Mechanism called ``whistle blower policy`` for Directors &employees to report genuine concerns about unethical behavior actual or suspected fraudor violation of the company's code of conduct or ethics policy.
As a conscious & vigilant organization the company believes in the conduct of theaffairs of it constituents in a fair & transparent manner by adopting the higheststandards of professionalism honesty integrity & ethical behavior. In its endeavorto provide its employee a secure & fearless working environment the company hasestablished the `Whistle Blower policy`.
The Whistle Blower policy and establishment of Vigil Mechanism have been appropriatelycommunicated with in the company. The whistle blower policy is also posted on the websiteof the company. The purpose of the policy is to create a fearless environment for theDirectors & employees to report any instance of unethical behavior actual orsuspected fraud or violation of the company's code of conduct or ethics policy. Itprotects Directors & employees wishing raise a concern about serious irregularitieswithin the company. During the year the company has not received any complaint underVigil mechanism / whistle blower policy.
24.Reporting of Frauds
There were no instances of fraud during the year under review which required thestatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofAct and rules framed thereunder.
The Company has taken adequate Insurance policies for its assets against the possiblerisks like fire flood punlic liability marine etc.
26. Policy on sexual harassment of women at workplace (Prevention Prohibitionand Redressal Act 2013)
Your company is committed in creating & maintaining a secured work environmentwhere is its employees agents vendors & partners can work and pursue businesstogether in an atmosphere free of harassment exploitation & intimidation . To empowerwomen & protect woman against sexual harassment a policy for prevention of sexualharassment had been rolled out & internal complaints committee as per legal guidelineshad been set up. This policy allows employees to report sexual harassment at the workplace. The internal committee is empowered to look into all complaints of sexualharassment & facilitate free & fair enquiry process with cleat timelines .Thepolicy on prevention of sexual harassment is also posted on the website of the company.
During the year ended 31st March 2019 No complaints pertaining to sexual harassementwas received by the company.
27. Emplyees And Industrial relations
The relation between the management and employees are healthy and cordial. There istransparency in the dealings and on matters relating to the activities of the company andits employees. Disclosure required under section 197 (12) of the companies Act 2013 readwith Rule (1) of Companies ( Appointment and Remuneration of Managerial Personnel) rules2014 is as under:
|Information required ||Input |
|1. The ratio of the remuneration of each ||Please refer Annexure G-1 |
|Director to the median remuneration of the employees of the company for the financial year. || |
|2. The percentage increase in remuneration of each Director Chief Financial officer Company Secretary or manager if any in the financial year ||Please refer Annexure G-2 |
|3. The percentage increase in the median remuneration of employees in the financial year. ||-4.60 |
|4. The number of permanent employees on the rolls of company ||169 |
|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 ||Average percentile increase of 5.514 in salaries of managerial personnel: Average percentile increase in salaries of non managerial personnel: |
| ||The salary increases are a functions of various factors due to inflationary trends motivational human development policies. |
|6 Affirmation that the remuneration is as per the remuneration policy of the company ||The remuneration paid to the Directors is as per the remuneration policy of the company. |
|7 Statement showing the name of every employee of the company who- ||The particulars of employees and related disclosures: |
|(i) if employed throughout the financial year was in receipt of remuneration for that year which in the aggregate was not less than one hundred two Lakh rupees. ||In terms of the provisions of section 197(12) of the Companies Act 2013 read with rule 5 (2) & 5(3) of the Companies (Appointment and remuneration of managerial personnel) Rules Amendment 2016 the names of employees drawing remuneration in excess of the limits set out in the said rules forming part of this report is as per Annerxure G3 |
|(ii) if employed for the part of financial year was in receipt of remuneration for any part of that year at a rate which in the aggregate was not less than Rs.Eight lakh and Fifty Thousand per month. || |
|(iii) if employed throughout the financial year was in receipt of remuneration for that year which in the aggregate or as the case may be at a rate in the aggregate is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company || |
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Remuneration policy is stated as per Annexure G-4
28. Director's Responsibility Statement
Pursuant to the requirement under section 134 (3) (c) and section 134(5) of theCompanies Act 2013 your Directors hereby report that:
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 judgment and estimates that are reasonable & prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe Profit & Loss of the Company for the said period.
c) The Directors have 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 have prepared the Annual Account ongoing concern basis.
e) The Directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
29. Transfer of Equity Shares & Dividend to Investor Education and Protection Fund.
Pursuant to the provisions of section 124 of the Act read with the Investor Education& Protection fund Authority (Accounting Audit transfer & refund rules 2016 asamended (IEPF RULES) all the shares on which dividends remain unpaid /unclaimed for aperiod 7 (Seven ) consecutive years or more has to be transferred to the demat account ofthe IEPF authority as notified by the Ministry of Corporate Affairs Accordingly thecompany has transferred 2803196 ordinary shares of the face value of 10/- per share to thedemat account of IEPF authority during the financial year 2017-18. During the year 2018-19no equity shares were required to be transferred.
Company has transferred an amount of Rs. 2418526 /- on 27/10/2018 as unpaid dividendfor the year pertaining to year 2010-.11.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the company and their gratitude to the company's valued customers farmers bankers vendors for their continued support and confidence in the company.
For Piccadily Agro Industries Limited
|Sd/- ||Sd/- |
|(Akhil Dada) ||(Harvinder Singh Chopra) |
|Chairman ||Managing Director. |
|DIN No. 02321706 ||DIN No. 00129891 |
Place : New Delhi.
Date : 29/5//2019