To the Members
Your Directors have pleasure in presenting their 8th Annual Report on the business andoperations of the Company together with the Audited Accounts of the Company for thefinancial year ended March 31 2018.
Summary of the Company's financial performance for F.Y. 2017-2018 as compared to theprevious financial year is given below:
| || ||Amount in Rs. |
|Particulars ||31.03.2018 ||31.03.2017 |
|Net Sales /Income from Business Operations ||78576506 ||85366500 |
|Other Income ||00 ||00 |
|Total Income ||78576506 ||85366500 |
|Less Interest ||1116 ||272281 |
|Profit before Depreciation ||35009703 ||37332657 |
|Less Depreciation ||5354 ||00 |
|Profit after depreciation and Interest ||35004349 ||37332657 |
|Less Current Income Tax ||00 ||00 |
|Less Previous year adjustment of Income Tax ||00 ||00 |
|Less Deferred Tax ||00 ||00 |
|Net Profit after Tax ||35004349 ||37332657 |
|Net Profit after dividend and Tax ||35004349 ||37332657 |
|Amount transferred to General Reserve ||00 ||00 |
|Balance carried to Balance Sheet ||35004349 ||37332657 |
|Earning per share (Basic) ||19.12 ||20.39 |
|Earning per Share(Diluted) ||19.12 ||20.39 |
STATE OF COMPANY'S AFFAIR
The Company is engaged in the business of production processing and marketing of highquality hybrid seeds for different crops like corn sunflower cotton paddy grainsorghum etc. and 100% of the total revenue of the Company is derived from theseactivities.
In order to consolidate the Company's financial position your Directors consider itprudent not to recommend dividend for the year under review.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. As such noamount on account of principal or interest on public deposits was outstanding as on thedate of the balance sheet.
AMOUNTS TO BE TRANSFERRED TO RESERVES
No amount is proposed to carry to any reserves by the board of directors.
CHANGES IN CAPITAL STRUCTURE
The issued subscribed and paid up capital of the Company is Rs. 18312000 dividedinto 1831200 equity shares of Rs. 10/- each. There has been no change in the share capitalof the Company during the year.
After the close of financial year 31st March 2018 Board called up final calltowards 18100000 Convertible Equity Warrants issued on Preferential basis vide BoardMeeting dated 30th June 2018 further warrants are fully paid up and convertedinto equal numbers of equity shares of the Company.
Consequently after the conversion of the same the issued subscribed and paid upcapital of the Company stood at Rs. 199312000 divided into 19931200 equity shares ofRs. 10/- each.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
The Company does not have any subsidiary associate companies & joint ventures.
CHANGES IN THE NATURE OF BUSINESS
During the year under review there has been no change in the nature of business of theCompany.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
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.
INTERNAL CONTROL SYSTEMS
The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. 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 of the Company. Based on the report of internal audit managementundertakes corrective action in their respective areas and thereby strengthens thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee of the Board.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1)
During the year under review the Company has not entered into any contract orarrangement falling under ambit of Section 188 of the Companies Act 2013. Hencedisclosure of particulars of contract or arrangement with related parties in Form AOC-2 isnot applicable to the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mr. Kalpak Vadodaria(DIN: 07664637) retire by rotation at the ensuing AGM and being eligible offers himselffor reappointment.
On the recommendation of Nomination and Remuneration Committee your Board inducted Mr.Sombir Singh and Mr. Nirav Parmar as an Additional Director of the Company in the categoryof Non Executive-Independent respectively w.e.f. 26.12.2017 and 08.01.2018.
Further Your Board has recommended the appointment of Mr. Sombir Singh and Mr. NiravParmar as an Independent Director of the Company for a period of five years till September17 2023.
During the year Mr. Anil Mistry had resigned from the post of Directorship w.e.f.26.12.2017. The Board appreciates the contribution made by them.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.
Pursuant to the provisions of the Companies Act 2013 Regulation 17(10) of the ListingRegulations and in line with our corporate governance guidelines peer evaluation of allBoard members annual performance evaluation of its own performance as well as theevaluation of the working of Board's Committees was undertaken. This evaluation is led bythe Chairman of the Nomination and Remuneration Committee with specific focus on theperformance and effective functioning of the Board and its Committees. The evaluationprocess also considers the time spent by each of the Board members core competenciespersonal characteristics accomplishment of specific responsibilities and expertise.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
CODE OF CONDUCT
The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Managing Directors and forms part of the Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year2017-18 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
The Company has adopted a vigil mechanism named Whistle Blower Policy for directors andemployees to report genuine concerns which shall provide adequate safeguards againstvictimization of persons who use such mechanism. Under this policy we encourage ouremployees to report any reporting of fraudulent financial or other information to thestakeholders any conduct that results in violation of the Company's Code of BusinessConduct to management (on an anonymous basis if employees so desire).
Likewise under this policy we have prohibited discrimination retaliation orharassment of any kind against any employees who based on the employee's reasonablebelief that such conduct or practice have occurred or are occurring reports thatinformation or participates in the said investigation.
This meets the requirement under Section 177(9) and (10) of the Companies Act 2013 andRegulation 22 of the Listing Regulations.
No individual in the Company has been denied access to the Audit Committee or itsChairman.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The particulars of Managerial remuneration as stated in Section 134(3)(q) of theCompanies Act 2013 read with rules 5(1) of the Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014 is annexed herewith and forms part of this Board'sReport.
None of the employees was engaged in the company who were in receipt of remunerationin excess of the limits as specified under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 throughout or part of the financialyear under review.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in prescribed Form No. MGT 9 as required underSection 92(3) of the Companies Act 2013 is included in this report and annexed herewithand forms a part of the Board's Report.
STATUTORY AUDITORS & AUDITORS REPORT
As per provisions of the Section 139 of the Companies Act 2013 M/s. Bipin & Co.Chartered Accountants Vadodara (Firm registration number 101509W) retiring statutoryauditor be and are hereby re appointed as the Statutory Auditors of the Company to holdoffice from the conclusion this AGM until the conclusion of the AGM to be held in the yearof 2020 for period of 3 years subject to ratification by members every year asapplicable at such remuneration and out of pocket expenses as may be decided by theBoard of Directors of the Company on the recommendation of the Audit Committee.
The notes to the accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT 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 M/s. K. H. & Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report in the prescribed Form NoMR-3 is annexed herewith.
The Secretarial Audit Report is self-explanatory and therefore do not call for anyfurther comments. There is no qualification reservation or adverse remark made bySecretarial Auditor in his report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & 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 earning on account of the operation of the Company during the yearwas Rs. Nil.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT
As per the provisions of SEBI's Circular No. CIR/CFD/POLICY CELL/7/2014 dated September15 2014 (applicable up to November 30 2015) and Regulation 15(2) of the ListingRegulations effective from December 1 2015 the Company having paid-up equity sharecapital not exceeding Rs.10 crores and Net Worth not exceeding Rs.25 crores as on thelast day of the previous financial year are exempted from the provisions of the CorporateGovernance. The paid up capital of the Company as at March 31 2018 is Rs.1.83 crores andNet Worth is Rs.8.51 crores being less than the limit as mentioned hereinbefore. Hencethe provisions of Corporate Governance as specified in Listing Regulations are notapplicable to the Company.
However the Company has voluntarily complied with requirements of CorporateGovernance. The Report on Corporate Governance and Management Discussion & AnalysisReport which form an integral part of this Report are set out as separate Annexuretogether with the Certificate from Statutory Auditors regarding compliance with therequirements of Corporate Governance as required under Listing Regulations.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act 2013 read together withrelevant Rules the "Corporate Social Responsibility" (CSR) requirement is notapplicable to the Company.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2016-17 no complain had been received.
RISK MANAGEMENT POLICY
The Company has in place a Business Risk Management Framework. The risk managementframework commensurate with the size of the Company's operation and provides for interalia identification of elements of risk pro-active approach for its minimization andmitigation.
The Board has been regularly informed about risk assessment and minimizationprocedures. The main objective of this policy is to ensure sustainable business growthwith stability.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors confirm that:
a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;
c. They 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 annual accounts have been prepared on a going concern basis; and
e. They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
f. Proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
HUMAN RESOURCES & INDUSTRIAL RELATIONS
The Company has always provided a congenial atmosphere for work to all sections ofsociety. It has provided equal opportunities of employment to all irrespective to theircaste religion color marital status and sex. The Company believes that human capital ofthe Company is its most valuable assets and its human resource policies are alignedtowards this objective of the Company.
The relation amongst its employees remained harmonious and the year under reviewremained free from any labor unrest.
Your Directors take this opportunity to thank the Regulatory and GovernmentAuthorities Bankers Business Associates Shareholders and the Customers of the Companyfor their continued support to the Company. The Directors express their deep sense ofappreciation towards all the employees and staff of the Company and wish the managementall the best for achieving greater heights in the future.
| ||For and on Behalf of the Board |
| ||For SHREE GANESH BIO-TECH (INDIA) LIMITED |
| ||KALPAK VADODARIA |
| ||DIRECTOR |
| ||DIN: 07664637 |
|Kolkata May 28 2018 || |