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Pioneer Agro Extracts Ltd.

BSE: 519439 Sector: Others
NSE: N.A. ISIN Code: INE062E01014
BSE 00:00 | 30 Aug Pioneer Agro Extracts Ltd
NSE 05:30 | 01 Jan Pioneer Agro Extracts Ltd
OPEN 7.68
PREVIOUS CLOSE 7.68
VOLUME 255
52-Week high 9.27
52-Week low 7.68
P/E 9.04
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.68
CLOSE 7.68
VOLUME 255
52-Week high 9.27
52-Week low 7.68
P/E 9.04
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pioneer Agro Extracts Ltd. (PIONAGROEXTR) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting their 27th Annual Report together with theAudited Accounts of the Company for the Year ended March 31 2019.

Financial Results: (Amount- Rs Lakh) (Amount- Rs Lakh)
Particulars March 31 2019 March 31 2018
Gross Sales 0.00 0.00
Less: State Excise & VAT 0.00 0.00
Net Sales 0.00 0.00
Other Income 61.10 145.87
Total 61.10 145.87
Profit before depreciation & taxation 1.31 79.00
Less: Depreciation 12.22 17.56
Less: Provision for taxation 4.75 2.81
Profit after taxation 13.53 99.37
Add: Balance brought forward from previous year -347.64 -447.01
Surplus available for appropriation 0 0
Appropriations 0 0
General Reserves 0 0
Proposed Dividend 0 0
Tax on Dividend 0 0
Additional depreciation on fixed asset 0 0
Balance carried to Balance sheet -337.11 -347.64

The company has not carried on any business activity during the year under review.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your company's income which consisted of non-operatingactivities only stands at Rs.13.53 Lacs (Previous Year Rs. 99.37 Lacs).

INFORMATION ON STATE OF COMPANY'S AFFAIR

The company has not carried on any business activity during the year under review.

DIVIDEND:

During the year under review the Company has not carried on any business activity andas a result of which the Board of Directors have not recommended any dividend on theequity share capital. The Company wants to conserve the resources of the company.

SHARE CAPITAL:

The Company has issued and subscribed capital of 439.79 in lacs (divided into 4397900equity shares of Rs. 10 each out of which 4332300 shares of Rs. 10 are fully paid upand 65600 shares are paid up to the tune of Rs. 4 each (Rs. 6 per share forfeited).Therefore the paid up Capital of the Company stands at 435.85 (lacs).

FINANCE:

Cash and cash equivalents as at March 31 2019 was 132.99 (Lacs). The company continuesto focus on judicious management of its working capital. Receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT

The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

AUDITORS

At the AGM held on August 27 2018 the members approved the appointment of M/s. SumeetBehl & Associates Chartered Accountants (FRN No: 013655N) as statutory auditors fora period of five years commencing from the conclusion of twenty sixth AGM till theconclusion of thirty first AGM.

COST AUDIT

The provisions regarding applicability of Cost Audit are not applicable to the companydue to non-operation of unit.

INTERNAL AUDITORS

The Company is not in Operation since more than four years but M/s Yudhistir & Co.Chartered Accountants has been appointed as Internal Auditor pursuant to Section 138 ofthe Companies Act 2013 for the Financial Year 2018-19. However the Company has adequateinternal financial controls in place and the same is operating effectively having regardto company's size and operations.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013

No material changes and commitments have taken place between the end of the financialyear of the Company to which balance sheet relates and date of report which affects thefinancial position of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The members of the company in the 26th Annual General Meeting held on 27th August 2018had approved loans of an amount of 2.70 Crores to Pioneer Industries limited (a bodycorporate in which director is interested) pursuant to the provisions of section 185(2)of the Companies Act 2013.

The detail of the investments made by company is given in the notes to the financialstatements.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 regarding Conservation of EnergyTechnology Absorption and Foreign Exchange Earning and outgo is given in the AnnexureNo A. which forms part of the Board Report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

DIRECTORS:

As per the Provision of Section 152 of the Companies Act 2013 Sh. Ajay Kumar GoelWhole Time Director of the Company is liable to retire by rotation and being eligibleoffers himself for re-appointment at the ensuing Annual General Meeting. Your Board ofDirector has recommended his appointment in their meeting held on 15.05.2019.

Further in ensuing Annual General Meeting the re-appointment of Sh. Rajinder KumarUppal and Dr. Dinesh Sharma as an independent director of the Company will be consideredfor a period of further five years in terms of section 149 read with schedule IV of theCompanies Act 2013 and regulation 17 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulation 201 or any amendment theretoor modification thererof.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The company has received the declaration from all the Independent Directors of theCompany Mr. Sanjeev Kohli Mrs. Neeraj Sharma. Mr. Rajinder Kumar Uppal and Mr. DineshSharma confirming that they meet to the criteria of Independence prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and regulation 16(1) (b) of theSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act the following are the KeyManagerial Personnel (KMP) of the company as on the date of this report.

Mr. Jagat Mohan Aggarwal Managing Director Mr. Shyam Manohar Parashar ChiefFinancial Officer and Mrs. Ragini Mahajan Company Secretary cum compliance officer.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

II. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.

III. The directors have 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.

IV. The directors have prepared the annual accounts on a going concern basis.

V. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

VI. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The particulars of contracts entered into by the company with its related party i.e.Pioneer Industries Limited pursuant to Section 188 of the Companies Act 2013 is annexedherewith in Form AOC-2. "Annexure B". which forms a part of the Report.

SECRETARIAL AUDITORS

Anuj Bansal & Associates Company Secretaries Jalandhar has conducted thesecretarial audit for the financial year 2018-19. The Secretarial Audit report is annexedherewith as "Annexure C"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is availableon the website of the Company www.pioneeragro.co.in and also annexed herewith as "AnnexureD".

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website www.pioneeragro.co.in.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company. TheBoard is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

BUSINESS RISK MANAGEMENT:

At present the company has not identified any element of risk which may threaten theexistence of the company.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Six Board Meetings Three Remuneration Committee Four Stakeholders RelationshipCommittee One Independent Director Meeting and Five Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement

ACKNOWLEDGEMENTS

Your directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The Board places on record its appreciationfor the support and cooperation your Company has been receiving from its suppliersstockiest retailers business partners and other associated with the company as itstrading partners. Your company looks upon them as partners in its progress and has sharedwith them the rewards of growth.

For and on behalf of the Board

Sd/- sd/-
(Ajay Kumar Goel) (Jagat Mohan Aggarwal)
Joint Managing director Managing Director
Din No-01105207 Din No-00750120 Place: Pathankot
Dated: 22.08.2019

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