DIRECTORS' REPORT To The Members, Your Directors are pleased to present the 28th Annual Report together with the audited accounts of the company for the year ended on 31st March, 2015. Operations: During the year under report, the company continued to reach the new heights in sales and profit as well. Sales of the company have increased to Rs. 63,28,59,862/- (Previous Year Rs. 60,89,02,663/-) which shows encouraging growth in total revenue and speaks about the efficient working of the company. Members are aware that changes were introduced by your directors in marketing strategy a few years back and since then performance of the company is improving, which have resulted in strengthening the financial position of the company. The encouraging results are before you. Your company has done very well even during the global depression in the country and overseas market. Dividend Your Directors have recommended dividend of Rs. 0.50 per Equity Share for the current financial year (Previous year Rs. 0.50), amounting to Rs. 34,19,829 (inclusive of tax Rs. 5,69,829), Previous year Rs. 33,34,360 (inclusive of tax Rs. 4,84,360). Those members whose names are registered on the Register of Members on 22nd September, 2015, will be entitled to dividend. In respect of shares held in the dematerialized form, the dividend will be paid to the members whose names are furnished by NSDL and CDSL, as beneficiary owners. Change in the Nature of Business: There has been no change in the nature of the business during the financial year 2014-15. Transfer to Reserves The company has transferred Rs. 1,60,907 from Profit & Loss Account to General Reserve. Deposits: The Company has not accepted any Deposits from the public and it is therefore not required to comply with the requirement under the Companies (Accounts) Rules, 2014. Change in Share Capital: During the financial year 2014-15, there has been no change in share capital of the company as compared to previous financial year. ISUPER/ Disclosure regarding Issue of Equity Shares with Different Rights: The company has not issued any equity shares with differential voting rights during the Financial year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014. Disclosure regarding issue of Sweat Equity Shares: The company has not issued any Sweat Equity Shares during the Financial year and it is therefore not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014. Disclosure regarding issue of Employee Stock Option: The company has not issued any shares under Employee Stock Option Scheme during the Financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014. Extract of Annual Return: The Extract of Annual return in form no. MGT - 9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 as on the financial year ended on March 31, 2015 is annexed herewith as Annexure - I to this report. Number of Meetings of the Board of Directors and Audit Committee: A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight Board Meetings and one Independent Directors' meeting and Four Audit Committee Meeting were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Particulars of Loan, Guarantees and Investment: Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note to the financial statement). Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013: 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 could be considered 'material' according to the policy of the Company on Materiality of Related Party Transactions. Your attention is drawn to the Related Party disclosures set out in Note no. 31 of the Notes forming part of the Account. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: Particulars relating to conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo, are given separately in the Annexure hereto and form part of this report as Annexure - II. Material changes and commitments affecting the financial position of the company: There are no material changes and commitments affecting financial position of the company which have occurred between the end of financial year and date of report. Subsidiaries, Joint Ventures and Associate Companies: During the year under review, Company does not have any subsidiary company and none of the companies has become or ceased to be Company's subsidiaries, joint ventures or associate companies. Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies: During the year under review, none of the companies have become or ceased to be Company's subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given. Directors: Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Ishwarbhai Baldevdas Patel (DIN: 00206389) and Mr. Ambalal Baldevdas Patel (DIN: 00206520), Directors will retire by rotation at the ensuing AGM, and being eligible, offer themselves for re-appointment in accordance with the provisions of the Companies Act, 2013. The brief resume of the Directors being appointed/ reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM. The Directors recommend their appointment/re-appointment at the ensuing AGM. Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6). Key Managerial Personnel The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows: Mr. Ishwarbhai Baldevdas Patel: Managing Director Mr. Ambalal Baldevdas Patel: Whole Time Director Mr. Nitinkumar Ishwarbhai Patel: Whole Time Director Mr. Ishwarbhai Baldevdas Patel: CEO Mr. Nitinkumar Ishwarbhai Patel: CFO During the year there was no change (appointment or cessation) in the office of any KMP. The Company is in search of other suitable personnel to be appointed as CS as Key Managerial Personnel. The Company will appoint KMP as and when finds suitable candidate for the same. Declaration by Independent Director: As per the requirements of the Companies Act, 2013, the company being a listed company require to appoint independent Directors being a listed company. Therefore requirement for obtaining Declaration by the Independent Directors pursuant to section 149 (6) Companies Act, 2013 is applicable to the company. List of the Independent directors: 1) Mr. Radhakrishna Naraparaju 2) Mr. Piyushkumar Krishnaprasad Patel 3) Ms. Kalpanaben Jigneshbhai Pandya The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub section (6) and Clause 49 of the Listing agreement. Directors' Responsibility Statement: In accordance with the provisions of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013, the Board of Directors states: 1) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 2) that such accounting policies have been selected and applied consistently and judgement and estimates have been made 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, 2015 and of the profit of the Company for the year ended on that date. 3) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4) that the annual financial statements have been prepared on a going concern basis; 5) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; 6) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Managerial Remuneration: 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 employees of the Company, is attached herewith as Annexure - III. Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company's Operations In Future: The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in Future. Insurance The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets, profit and third parties. Risk Management Policy: The company has taken sufficient insurance for the properties against risks of fire, strike, riot and earthquake. All the Assets of the company including Inventories, Buildings, Machinery is adequately insured. The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks. A Risk Management Committee has been constituted to oversee the risk management process in the Company required under Section 134 (3) (n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Corporate Social Responsibility: Under Section 135 of the Companies Act, 2013 the provision of Corporate Social Responsibility is not applicable to the company for the financial year 2014-15. Audit Committee: The company is require to constitute Audit Committee pursuant to section 177 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules,2014 and clause 49 of the Listing Agreement being a Listed company. The Company has constituted the audit committee Vigil Mechanism: The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy. Nomination and Remuneration Committee: The company is require to constitute Nomination and Remuneration Committee pursuant to section 178 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 being a Listed company The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Board Evaluation: Pursuant to Section 134 (3) (p) of the Companies Act, 2013 read with rule 8 (4) of the Companies (Accounts) Rules, 2014 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.. Corporate Governance & Management Discussion and Analysis: Provision of clause 49 relating to Corporate Governance and Management Discussion & Analysis are not applicable to the company vide SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 and therefore, Corporate Governance report and Management Discussion & Analysis are not forming part of the Annual Report. Disclosures under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redresal) Act, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2015. Secretarial Audit Report: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s SPANJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -IV". Statutory Auditors: M/s. Parimal S. Shah & Co., Chartered Accountants, Statutory auditors of the company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible; offer themselves for re-appointment as statutory auditors for the financial year 2015-16. The company has received a letter from them to the effect that their re-appointment, if made, would be within the limit prescribed under section 139 of the Companies Act, 2013, and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013. Your Board of directors recommends the re-appointment of M/s. Parimal S. Shah & Co., Chartered Accountants, as statutory auditors. Cost Auditor: Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company for the year under review. Internal Financial Control System: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor places Internal Audit reports before the Board of Directors. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and corrective actions thereon are presented before the Board. Auditors Report: As regards the comments made in the Auditor's Report, the Board is of the opinion that they are self-explanatory and does not warrant further clarification. Acknowledgement: Your directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance. For SUPER CROP SAFE LIMITED Sd/- ISHWARBHAI B. PATEL Chairman & Managing Director [DIN: 00206389] Sd/- NITINKUMAR I. PATEL Director [DIN: 00206561] Date : 31st July, 2015 Place : Ahmedabad |