Your Directors here by present the 27th Annual Report together with the Auditedstatements of Accounts for the financial year ended on 31st March 2017.
During the year under review & reconstruction/diversified activities of theAgro-tech business due to company has carried out done the fair performance and stabilizethe company out of set back. The company was in position to generate revenue from theexiting as well as newly operational activities Agro-tech business to the posting of NetProfit of Rs.110000/-.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'SAFFAIR:
The Company during the year reconstruction of the management & diversified theBusiness activities in the field of High tech Agro based projects Advisory and Greenhouses business activities and come out the set back and posted net profit for the year.
Keeping in view the conservation of financial resources The board of Directors of yourcompany has not recommended any Dividend payment relating to the financial year ended on31ST MARCH 2017.
TRANSFER TO RESERVES:
The Company has transferred some amount to Reserves for the period under review.
The issued subscribed and paid up capital of the Company is Rs 48300000 (RupeesFour Crore Eighty Three Laces) divided into 4830000 (Rupees Forty Eight Lac ThirtyThousand) equity shares of Rs 10/- each. There has been no change in the share capital ofthe Company during the year.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary associate companies & joint ventures.
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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Section 196 203 of the Companies Act 2013read with the Companies (Appointment and Qualification of Directors) Rules 2014&Schedule V Mr. Nilesh Khatri ( DIN NO : 03174420) has been holding the position ofManaging Director .
As envisaged by SEC 149 150 of the Companies Act 2013 read with Companies(Appointment and Qualification of Directors) Rules 2014 MR NARAYANBHAI GANPATBHAI MACHHI(DIN - 07600799) MR. NIMESH BIHARILAL SHAH (DIN - 07600822) And Mrs. MITABEN KALYANBHAIPATWA (DIN - 07600829) have been holding the office of Independent Directors for a periodof Three years with effect from 30TH AUGUST 2016..
In terms of SEC 203 of the Companies Act 2013 The Board of Directors has during theyear appointed a Company secretary cum Compliance Officer Mr. Dhanesh P. Shah (Membershipno.- F6985) to hold office as such w.e.f 1st January 2017 as a Key Managerial Personnel.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.
During the year Five number of Board meetings were held. The dates of the BoardMeetings were 14.07.2016 25.08.2016 10.01.2017 and 13.02.2017Attendance record ofDirectors attending the Board meetings and Annual General Meetings:
|Name of the Director || |
No. of Board Meetings
|Last AGM attendance |
| ||Held ||Attended ||29.09.2016 |
|Nileshkumar Khatri ||4 ||4 ||Yes |
|Narayanbhai Ganpatbhai Machhi (w.e.f 30/08/2016) ||0 ||0 ||No |
|Nimesh Biharilal Shah (w.e.f 30/08/2016) ||0 ||0 ||No |
|Mitaben Kalyanbhai Patwa (w.e.f 30/08/2016) ||0 ||0 ||No |
None of the Director is a member in more than 10 Companies and Act as Chairman in morethan 5 Companies across all Companies in which he is a Director.
The role Powers And Functions of The Audit committee are as per Sec. 177 of theCompanies Act 2013 and the guidelines set out in the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (LODR). The terms of reference of this committeeas required under Regulation 18 read with PART C of Schedule II of the SEBI LODRRegulations 2015.
Role/ Functions of the Committee:
Reviewing with management the annual financial statements before submission tothe Board.
Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.
Review of policies relating to risk management - operational and financial.
Reviewing with the management external auditors and the adequacy of theinternal control system.
Powers of the Committee:
To investigate any activity within its terms of reference.
To secure attendance of and seek any information from any employee includingrepresentative of the prime shareholders (subject to their internal approvals).
Compliance with accounting standards.
To obtain outside legal or other professional advice if necessary.
To secure attendance of outsiders with relevant expertise if it considersnecessary.
Compliance with Stock Exchange and legal requirements concerning financialstatements.
The Audit Committee of the Company presently comprises of three Independent Directorsbeing Mr. MR NARAYANBHAI GANPATBHAI MACHHI (DIN-07600799)) MR. NIMESH BIHARILAL SHAH(DIN- 07600822 And MRS MITABEN KALYANBHAI PATWA (DIN-07600829). MR DHANESH SHAH theCompany Secretary and Compliance Officer acts as co-ordinator to monitor the proceedingsat the meetings.
During the year the Audit Committee met 4 times on 14.07.2016 25.08.2016 10.01.2017and 13.02.2017 attendance of the members as under:
|Name of the Director || |
No. of Meeting attended
| ||Held ||Attended |
|Nileshkumar Khatri ||4 ||4 |
|Amishkumar Dantara (upto 29/08/2016) ||4 ||4 |
|Dhanpal Gandhi (upto 29/08/2016) ||4 ||4 |
|Narayanbhai Ganpatbhai Machhi (w.e.f 30/08/2016) ||0 ||0 |
|Nimesh Biharilal Shah (w.e.f 30/08/2016) ||0 ||0 |
|Mitaben Kalyanbhai Patwa (w.e.f 30/08/2016) ||0 ||0 |
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the provisions ofSection 178(1) of the Companies Act 2013 to review and to recommend the remunerationpayable to the Executive Directors and Senior Management of the Company based on theirperformance and defined assessment criteria.
Nomination and Remuneration Committee of the Company presently comprises of threeIndependent Directors being Mr. MR NARAYANBHAI GANPATBHAI MACHHI (DIN-07600799)) MR.NIMESH BIHARILAL SHAH (DIN-07600822 And MRS MITABEN KALYANBHAI PATWA (DIN-07600829). MRDHANESH SHAH the Company Secretary and Compliance Officer acts as coordinator to monitorthe proceedings at the meetings.
The following is the terms of reference of Nomination and Remuneration Committee:
Formulation of the criteria for determining qualifications positive attributesand independence of a director and recommend to the Board a policy relating to the leveland composition of remuneration of the directors key managerial personnel and otheremployees;
Formulation of criteria for evaluation of independent directors and the Board;
Devising a policy on Board diversity; and
Identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board their appointment and removal.
Nomination and Remuneration Policy:
The Committee is in process of formulating Nomination and Remuneration Policy whichdetermines criteria inter-alia qualification positive attributes and independence ofDirectors for their appointment on the Board of the Company and payment of remuneration toDirectors Key Managerial Personnel and other Employees. The Committee shall consider thefollowing attributes/criteria whilst recommending to the Board the candidature forappointment as Director.
Qualification expertise and experience of the Directors in their respectivefields;
Personal Professional or business standing;
Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named Share Holders Grievance/ ShareTransfer Committee as 'Stakeholders Relationship Committee' in order to align it with theprovisions of Section 178 of the Companies Act 2013. The Committee has been constitutedto strengthen the investor relations and to inter-alia look into issues relating toshareholders grievances pertaining to transfer of shares non- receipt of declareddividends non-receipt of Annual Report issues concerning de-materialization etc.
This committee presently consists of three Independent Directors being Mr. NARAYAN BHAIG. MACHHI (DIN - 07600799)) MR. NIMESH B. SHAH (DIN-07600822 And MRS MITABEN K. PATWA(DIN-07600829). MR DHANESH SHAH the Company Secretary and Compliance Officer acts ascoordinator to monitor the proceedings at the meetings.
The following is the terms of reference of Nomination and Remuneration Committee:
Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
The company has adequate Internal Control system commensurate with its size and natureof its business. The management has the overall responsibility for the company's internalcontrol system to safeguard the assets and to ensure the reliability of financial records.The Audit committee reviews all financial statements and ensures adequacy of internalcontrol systems.
AUDITORS AND AUDITORS' REPORT:
M/s. Mayur Shah & Associates Chartered Accountants Ahmedabad (M.No.-36827))present Statutory Auditor of the Company who has expressed their unwillingness to bereappointed for next Financial year 2016-17 M/ s. Mayur Shah & Associates CharteredAccountants Ahmedabad (M.No.-36827) who has submitted and declaration evidencing thecompliance of the provisions of Section 141 of the Companies Act 2013 and is willing to bereappointed as Statutory Auditor is proposed to be appointed as Statutory Auditors for aperiod of Five Years till the financial year 31st March 2021. Subject to theratification of appointment of in the Annual General Meeting held every year.
The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS RUPALBEN PATEL - Company Secretaries in practice to undertake the SecretarialAudit of the Company.
The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD;
|Sr. No. ||Qualifications made by Secretarial Auditor ||Explanations by the Board |
| || || |
| || || |
| || || |
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules2014 in the prescribed Form No. MGT 9 forming part of this report is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to the shareholdersand it includes discussion on matters as required under the provisions of Erstwhile Clause49 of the listing agreement forming part of this report is annexed herewith.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.
CORPORATE GOVERNANCE REPORT:
SEBI vide its circular no. CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 hadamended Erstwhile Clause 49 and made it applicable to all the listed Companies. FurtherSEBI vide its circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 read withRegulation 34(3) read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 had made the provisions of Corporate Governancenon-mandatory to the following class of Companies:
a. Companies having paid up equity share capital not exceeding Rs.10 crores and Networth not exceeding Rs.25 crores as on the last day of the previous financial year;Provided that where the provisions of Clause 49 becomes applicable to a company at a laterdate such company shall comply with the requirements of Clause 49 within six months fromthe date on which the provisions became applicable to the company.
b. Companies whose equity share capital is listed exclusively on the BSE Platform.
Accordingly the paid up capital and net worth is below the prescribed limit formandatory applicability of Corporate Governance clause. The Company has decided not to optfor compliance of Erstwhile Clause 49 for the time being.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities. The foreign exchange earnings on account ofthe operation of the Company during the year was Rs. Nil.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Since there are no women employees in the Company hence no comments.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Board's Report the ratio of the remuneration of each director to the permanentemployee's remuneration. However since there is no permanent employee in the Company nodisclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities hence the BusinessRisk is at the Minimal Level. Hence no major risk factors are envisaged except for
a. Government Policies and
b. Human Resource Risk
As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b) 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 that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) Directors have prepared the accounts on a "going concern basis".
e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.
|Date : 25/05/2017 || |
For And on Behalf of the Board of Directors
|Place : Vadodara || |
For Retro Green Revolution Limited
| ||S/d ||S/d |
| ||(Nilesh H. Khatri) ||(Nimesh B. Shah) |
| ||Managing Director ||Director |
|Registered office : || || |
|3rd Floor A.C.House Opp. Duliram Pendawala || |
|Pratap Road Raopura Vadodara - 390 001 Gujarat || |