Your Directors are pleasedto present the15thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31 2019.
The financial performance of your Company for the year ended March 31 2019 is summarised below:
|Particulars||2018-19 ( in Lakhs)||2017-18 ( in Lakhs)|
|Revenue from Operations||2863.79||2327.93|
|Less: Total expenses||2884.87||2373.99|
|Profit before depreciation and||70.79||74.44|
|Profit before Tax||19.13||14.80|
|Less: Current Tax||7.73||6.92|
|Net Profit for the year||13.35||11.66|
|Retained as Surplus||93.54||80.18|
Overview of Company's financial performance
Net revenue from operations increased to Rs. 2863.79 Lakhs as against Rs. 2327.93 Lakhs in the previous yea. The Company has earned Profit before Depreciation and taxes of Rs. 70.79 Lakhs during the year under review compared to profit of Rs. 74.44 Lakhs. The above results have been achieved by increase in revenue from operation with a proportionate increase in expenditures as compared to previous financial year. After providing for Depreciation Prior period adjustments and Taxation the Net Profit for the year under review stood at Rs. 19.13 Lakhs compared to profit of Rs.14.80 Lakhs during 2017-18.
There are no material changes and commitments affecting the financial position of your Company which have occurred between reporting period.
The Authorised Share Capital of the Company is Rs 35000000/- (Rupees ThreeCrore Fifty Lakhs) divided into 3500000 (Thirty-five Lakhs) Equity shares of Rs 10/- each.
The Fully paid up Equity share of the Company as on March 31 2019 stood at Rs. 31727690/- ( Rupees Three Crore Seventeen Lakh Twenty Seven Thousand Six Hundred Ninety only) divided into 3172769 Equity Shares of Rs. 10/- each.
As per observation of the Board of Directors for strengthening the position of the company no dividend is recommended for the financial year 2018-19.
The Company does not propose to transfer any amount to general reserve due to Inadequacy of Profit.
Change in Nature of Business
There was no change in the nature of business of the Company during the Financial Year ended March 31 2019.
Presently there is no subsidiary of the Company.
During the year under review your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 (including any statutory modification(s) or reenactment(s) for the time being in force).
Board of Directors
As on March 31 2019 Your Company has an optimum mix of eminent personalities on the Board of Directors with members from diverse experience and expertise out of 5 members on its Board 2 are Non-Executive Directors and 3 are Executive Directors. All 2 Non-Executive Directors are Independent Directors and out of 3 Executive Directors 1 is Managing Director and 1 is Whole-time Director.
Directors Inter-se Relationship
|Name of Directors||Relation||Name of Related Directors|
|Mr. Hitesh P. Dudhagara||Son of Spouse of||Mr. PragjibhaiM. Patel |
|Mr. PragjibhaiM. Patel||Father of Father-in-law of||Mr. Hitesh P. Dudhagara |
|Mr. Hitesh P. Dudhagara|
|Mrs. RonakH.Dudhagara||Spouse of Daughter-in-law of||Mr. PragjibhaiM. Patel|
In terms of Section 152 of the Companies Act 2013 Mr. Pragjibhai Patel Director being the longest in the office shall retire at the ensuing Annual General Meeting and being eligible for re-appointment offers himself for reappointment.
A brief resume of directors being appointed along with the nature of their expertise their shareholding in your Company and other details as stipulated under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is appended as an annexure to the Notice of the ensuing Annual General Meeting.
The composition of Board complies with the requirements of the Companies Act 2013. Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) the Company is exempted from requirement of having composition of Board as per Listing Regulations.
There was a change in the constitution Mr. Anand Shah has resigned from the board of directors w.e.f. December 31 2018 and Mr. Kaushik Dudhagara has been appointed as Director on the Board w.e.f. December 31 2018 in that Financial year 2018-19.
The Board met Seven (6) times during the financial year ended on March 31 2019 and as per section 173 of the Companies Act the time gap between any two Meetings has not been more than one hundred and twenty days. The dates on which the Board Meetings were held are April 14 2018 May 25 2018 July 10 2018 October 27 2018 November 11 2018 and February 11 2019.
Your Company has several Committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.
The Board has constituted following Committees:
The Audit Committee comprises of 3 Non-Executive Independent Directors. Accordingly the Company has complied with the requirements of Section 177 of the Companies Act 2013.
The Committee met 4 times during the year on August 12 2018 October 27 2018 November 03 2018 and February 11 2019.
The Chief Financial Officer and Statutory Auditors are the regular invitees to the Committee Meetings. Other executives are invited as and when required. The Company Secretary of the Company is the Secretary of the committee.
Whistle Blower Policy (Vigil Mechanism)
The Company established the Whistle Blower Policy (Vigil Mechanism). In line with the best Corporate Governance practices the Company has put in place a system through which the Directors or Employees may report concerns about Unethical and Improper Practices or Alleged Wrongful Conduct without fear of reprisal.In the event a Director wish to raise a complaint or disclosure he/she shall consult Chairman of the Company and / or Chairman of the Audit Committee. In the exceptional cases any Employee or Director can reach to the Chairman of the Audit Committee to report any Unethical or Improper Practices. Also no Employee has been denied access to the Audit Committee. The functioning of the vigil mechanism is being monitored by the Audit Committee from time to time.
The Whistle Blower Policy has been disclosed on the Company's website www.spraykingagro.com
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of 3 Non-Executive Independent Directors. Accordingly the Company has complied with the requirements of Section 178 of the Companies Act 2013.
The Committee met 2 times during the year on October 27 2018 and February 11 2019.
Nomination and Remuneration Policy
In adherence to section 178(1) of the Companies Act 2013 the Board of Directors of the Company approved a policy on directors' appointment and remuneration including criteria for determining qualifications positive attributes independence of a director and other matters provided u/ s 178(3) based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are Company Philosophy Guiding Principles Nomination of Directors Remuneration of Directors Nomination and Remuneration of the Key Managerial Personnel Key-Executives and Senior Management and the Remuneration of Other Employees.
The formal annual evaluation of the performance of the Board and that of its Committees and Individual Directors including Chairman has been carried out by Nomination and Remuneration Committee and Board of Directors of the Company at their Meeting in the manner prescribed. The criteria of the Board evaluation include Board composition talents experience and knowledge presentations and discussions at the Board Meeting frequency of the Board Meeting feedback and suggestion given to the management participation in the discussion etc.
Further the Independent Directors at their exclusive meeting held during the year reviewed and evaluated the performance of Non-Independent Directors including Chairman of the Company and the Board as a whole after taking views of the Executive and Non-Executive Directors.
Particulars of Remuneration
The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report as
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary. However this report and the accounts are being sent to the Members excluding the said information in terms of Section 136 of the Act.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises of 3 Non-executive Independent Directors.
The constitution of the Stakeholders Relationship Committee of the Board of Directors of your Company along with the details of the attendance of the members at the meetings held on November 03 2018 and February 11 2019.
Details pertaining to the number of complaints received and responded and the status thereof during the financial year 2018-19 are given below:
|No. of complaints received during the year||0|
|No. of complaints resolved during the year||0|
|No. of complaints pending at the end of the year||0|
Key Managerial Personnel
Mr. Hitesh P. Dudhagara Managing Director Mr. PragjibhaiM. Patel Whole time Director Mr. Rajnik Vallabhbhai Vasoya Chief Financial Officer and Mr. Harsh Shah Company Secretary are the Key Managerial Personnel of the Company as per provisions of Companies Act 2013.
During the year the Board of Directors in accordance with Section 203 of the Companies Act 2013 Resignation of Mr. Harsh Shah from the post of Company Secretary and Compliance officer of the Company w.e.f. December 31 2018.
Declaration by Independent Director(s) and re-appointment if any
Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Further pursuant to Section 164(2) of the Companies Act 2013 all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.
Code of Conduct
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct of Board of Directors is also available on your Company's website www.spraykingagro.com.
Directors' Responsibility Statement
Pursuant to requirement under Section 134 (5) of the Companies Act 2013 (Act) Directors confirm that:
a) in the preparation of the annual accounts for the year ended on March 31 2019 the applicable accounting standards read with requirement set out under Schedule III to the Act have been followed and there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the profit or loss of the Company for that year;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and
f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Particulars of Loans Guarantees or Investments under section 186
Particulars of loans investments guarantees and securities pursuant to section 186 are provided in the standalone financial statements (Please refer to Notes to the Financial Statements).
Extract of Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 the extract of the Annual Return as at March 31 2019 forms part of this report as Annexure B.
Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013
Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of `Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every women executive working in your Company. The Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.
During the year under review there were no complaints pending as on the beginning of the financial year and no new complaints were filed during the financial year under review.
Auditors and Auditors Report
At the Annual General Meeting held on September 30 2015 M/s. DoshiMaru& Associates Chartered Accountants (Firm Registration No. 0112187W) were appointed as statutory auditors of the Company to hold office till the conclusion ofthe fourteenth (15th) Annual General Meeting. In terms of the first provisoto Section 139 of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every Annual General Meeting. Accordingly ratification of appointment of Statutory Auditor is being sought from the Members of the Company at the ensuing AGM.
Statutory Auditor comments on your Company's accounts for year ended March 31 2019 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of theCompanies Act 2013. There were no qualifications reservation or adverse remark or disclaimer made by Statutory Auditor in its report.
Pursuant to the Provisions of Section 204 of the Companies Act 2013 your Company had appointed Ms. Zarna Solanki Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2018-19. The Report of the Secretarial Auditor for the FY 2018-19 is annexed to this report as Annexure C.
There were no qualifications reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.
Significant or Material Orders against Company
No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company's operation in future.
Internal financial control systems and their adequacy
Internal Financial Controls are an integrated part of the risk management process addressing financial and financial reporting risks for ensuring the orderly and efficient conduct of business including adherence to the Company's policies the safeguarding of assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
Assurance on the effectiveness of internal financial controls is obtained through management reviews control self-assessment continuous monitoring by functional experts as well as testing of the internal financial control systems. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
Particulars of Contracts or arrangements with related parties
With reference to Section 134 (3) (h) of the Companies Act 2013 all contracts and arrangements with related parties under Section 188(1) of the Act entered by the Company during the Financial Year were in the ordinary course of business and on an arm's length basis. During the year the Company had not entered into any contract or arrangement with related parties which were not on arms' length basis.
Report on Corporate Governance is not forming the part of this annual report as the company need not required mandatorily to comply with the provisions of Regulations 15(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Although relevant information is provided in this Directors report.
Conservation of Energy & Technology absorption and foreign exchange inflow & outflow
Information required under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed hereto asAnnexure E and forms part of this Report.
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions required on these items during the year under review;
i. Issue of Equity Shares with differential rights as to dividend voting or otherwise;
ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme like ESOP and ESOS;
iii. There is no revision in the Board Report or Financial Statement;
iv. Annual Report and other compliances on Corporate Social Responsibility;
Your Directors take this opportunity to thank all the financial institutions Banks Government and Regulatory Authorities customers vendors and members and all other stakeholders for their continued support. Your Directors place on record their deep appreciation to employees at all levels for their hard work dedication and Commitment. The enthusiasm and unstinting efforts of the employees have enabled your Company to remain as one of the top industry leader.
|For and on behalf of Board of Directors of |
|Sprayking Agro Equipment Limited |
|Pragjibhai M. Patel||Hitesh P. Dudhagara|
|Place: Jamnagar||Whole-time Director||Chairman & Managing Director|
|Date: September02 2019||DIN:00414510||DIN: 00414604|