DIRECTOR'S REPORT Dear members, 1. Your Directors have pleasure in presenting the 25th Annual Report together with the audited statements of account of the Company for the financial year ended March 31, 2015. ( Rs. in lacs) 2. CORPORATE OVERVIEW AND THE STATE OF COMPANY'S AFFAIRS : In spite of extended monsoon, untimely rain and hailstorms company could successfully achieve its benchmark criteria of its turnover of Rs. 300 Crores. Due to the Cost cutting measures adopted by the Company the Company could maintain the EBIDTA at the same level of the previous year in spite of the cut throat competition in the market. But as a result of increase in the Interest rates and additional utilization of the working capital limits the interest cost had gone up by over 35% and accordingly the PAT was reduced by 44.07% as compared to previous year. Due to lower turnover of fertilizers the inventories had gone up considerably. The seed division continued its steady growth during the current year and its turnover had reached a new high of Rs. 119.76 Crores and managed to contribute 38% of the total turnover of the Company. There has not been any material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which Financial Statements relate and the date of this report. The Company has successfully commenced the operation of its cold storage unit, since April, 2015. 3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: A stipulated under clause 49 of the listing agreement the management discussion & analysis report has been separately furnished in Annual Report and forms part of it. 4. TRANSFER TO RESERVES : The Board had out of the total profit of Rs. 925.13 lacs for the current financial year proposed to transfer Rs. 35 lacs (Previous year Rs. 35 lacs) to the General Reserve. 5. DIVIDEND : The Board of Directors are pleased to recommend the dividend of Rs. 0.05 per share (5%) for the year 2014-15 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous year 7%) which shall absorb Rs. 45.31 lacs (Previous year Rs. 63.44 lacs). 6. CAPITAL EXPENDITURE INCURRED : The Company had incurred Rs. 1317.71 lacs as the capital expenditure during the year under review (Previous year Rs. 3497.74 lacs). 7. DIRECTORS AND KMPS : Shri. D.C. Bhartia (DIN: 00151521) director retires by rotation at this Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors of the company recommend his reappointment. The brief resume of Shri. D.C. Bhartia has been provided in the corporate governance report forming part of this annual report. There has not been any changes in the Director and KMP during the year. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. 8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS : There are no significant and material orders passed by regulators/courts that would impact the going concern status of the company and its future operations. 9. SHARE CAPITAL : There have not been any changes in the Share capital of the Company during the year. 10. AUDITORS : M/s. P.C. Baradiya & Co., Chartered Accountants, Mumbai and M/s. P.C. Bhandari & Co., Chartered Accountants, Akola, the joint statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the confirmation regarding their eligibility to the effect that their re-appointment if made would be within the prescribed limit under the Act and they are not disqualified for reappointments. The Company had appointed Mr. T.M. Rathi the Cost Auditor for conducting cost audit of the Company for the financial year 2014-15. 11. INTERNAL FINANCIAL CONTROLS : The Company has adequate internal financial controls with references to financial statements and the audit committee periodically reviews the said internal financial control system and the same is being upgraded as per their recommendation. 12. INTERNAL CONTROL SYSTEMS : The company has got internal control system which is commensurate with its size, scale & complexities of its operations and the same are constantly assessed and strengthened with new / revised standard operating procedures. 13. AUDITORS'REPORT : The observations of the auditors in their report, read with notes annexed to the accounts are self explanatory, which does not contain any reservation, qualification or adverse remarks and therefore do not call for any further clarification. 14. SECRETARIAL AUDIT : The Board has appointed M/s. Martinho Ferrao & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 pursuant to Section 204 of the Act is annexed herewith marked as Annexure 'B' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 15. EXTRACT OF ANNUAL RETURN : Extract of Annual Return of the Company in form MGT-9 is annexed herewith as Annexure 'D' to this Report. 16. PUBLIC DEPOSIT : As on 31st March, 2015 the company has neither accepted nor invited any public deposits. No amount of principal or interest thereon was outstanding as on 31st March, 2015. 17. RELATED PARTY TRANSACTIONS : All contracts / transactions as specified in Section 188 of the Act entered by the Company with related parties during the financial year were in the ordinary course of business and on arm's length basis with necessary prior approval of Central Government & members. Disclosure of transactions with related parties have been set out in note no. 32 of notes on financial statements forming part of annual report. Since all related party transactions entered by the Company were in the ordinary course of business and were on arms' length basis & were not in conflict with Company's interest, form AOC-2 is not applicable to the Company. 18. DIRECTORS' RESPONSIBILITY STATEMENT : Pursuant to section 134 of the Companies Act, 2013, the Directors hereby state that : i. in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year ended on that date, iii. the directors had 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, iv. the directors had prepared the annual accounts on a going concern basis. v. the directors 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, vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 19. MEETINGS OF THE BOARD : Twelve meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance published in this Annual Report. 20. CORPORATE GOVERNANCE : Pursuant to clause 49 of the listing agreement with the BSE Ltd a separate section titled "Report on Corporate Governance" is being published as a part of this Annual Report along with the certificate of the auditors confirming the compliance of conditions of the corporate governance. Various disclosures as required under section 134 and 135 of the Companies Act, 2013 such as related party transaction, constitution of various Board committees, remuneration of the managerial personnel, Vigil mechanism/Whistle blower policy as well as Additional shareholder's information are annexed to or covered in the Corporate Governance Report which forms part of this Annual Report. 21. COMPANY'S POLICY ON SELECTION OF DIRECTORS & DETERMINING DIRECTORS' INDEPENDENCE & REMUNERATION : The Company has a Nomination and Remuneration Committee and the Composition of Committee and the Scope of the Committee are set out in the Corporate Governance Report forming part of this Annual Report. Pursuant to section 178 (3) of the Companies Act, 2013 the said committee has formulated the company policy for selection and appointment of directors and their remuneration. The shareholders of the Company may visit the Company's website for the Company's policy on selection of Directors and determining Directors' independence and remuneration. 22. CORPORATE SOCIAL RESPONSIBILITY (CSR) : According to the provisions of the Companies Act 2013 the company had reconstituted the CSR committee and formulated the CSR policy which mainly focuses on the welfare & sustainable growth and development of the weaker section of the society which is in line with the company's policy of providing necessary financial support for the upliftment of the poor people as well as welfare of the under privileged & down trodden of the section of the society. The CSR policy of the Company has emphasis on undertaking the various activities in rural area like rural development, promoting education, providing healthcare and building the community centers the details of which are available on the Company's website. During the year the company has spent Rs. 25.81 lacs on CSR activities, the details which have been mentioned in the Annexure 'C' forming part of this report. 23. RISK MANAGEMENT POLICY : The Company has got the risk management policy which aims at identifying, assessing and mitigating the various risks internal as well as external like competition, monsoon etc. which are inherent in the business of the Company. The risk management policy helps in enhancing the business values of the Company with code of conduct, adequate quality checks and internal controls. The risk management policy has been developed and implemented by senior personnel/teams at various levels of management. 24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED : Particulars of investments made have been mentioned in the Balance Sheet (Ref. Note No. 11). During the year under review the Company has not given any loan or given guarantees or provided securities for the said loan. 25. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 : There were no employees whose remuneration were in excess of the limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rules 5 of Companies (Appointment and remuneration of managerial personnel) Rules 2014. The information required pursuant to Section 197 read with Rule 5(1) of Companies (Appointment and remuneration of managerial personnel) Rules 2014 in respect of the employees of the Company is provided in this report. However in accordance with the provisions of the first proviso to Section 136(1) of the Act the aforesaid particulars are not being sent as a part of this annual report but are available for inspection at registered office of the company. Any member interested may send the request letter for the same to the Company Secretary at the Registered office of the Company. The full Annual Report including the aforesaid information is available on the Company's website. 26. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO : The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to section 134 (3) (m) of the Companies Act, 2013 are provided in Annexure 'A' to this Report. 27. ACKNOWLEDGEMENTS : Your Directors would like to express their appreciation for the support and co operation received from financial institutions, company's bankers, government authorities and shareholders during the year under review. The Company wishes to place on record their sincere appreciation for significant contribution by all employees toward the success and growth of the Company. For and on behalf of the Board SHASHIKANT C. BHARTIA CHAIRMAN & MANAGING DIRECTOR DIN. : 00151358 Place : Mumbai Date : 29th June, 2015 |