DIRECTORS' REPORT The Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company for the year ended 31st March, 2015. 2.REVIEW OF OPERATIONS : The Company has made a Profit of Rs. 72,637 during the financial year. The Company is exploring various business opporunities for its future Development. 3.DIVIDEND : During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend. 4.DEPOSITS : During the year under review, the Company has not invited or accepted any Deposits from the public. 5.DIRECTORS : Mr. S. G. Bellad who retire by rotation being eligible offers himself for Re-appointment at the ensuing Annual General meeting. The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges. None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors' Report. 6.AUDITORS & AUDITOR'S REPORT : Pursuant to the provisions of Section 139 and Rules framed thereunder, M/s Mohandas & Co. were appointed as Statutory Auditors of the Company till the conclusion of this Annual General Meeting. They have expressed their inability to continue as Auditors of the Company and has given their resignation. The Board therefore propose M/s. Koshal & Associates, Chartered Accountants, who fulfil the criteria for appointment as Auditor as laid down under Section 141 of the Companies Act, 2013 as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2020, subject to ratification of their appointment by the shareholders at every AGM. Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company. The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. 7.INTERNAL AUDITORS : The Company has appointed Mr. Bhushan Adhatrao Chartered Accountants, Mumbai, as Internal Auditor of the Company for financial year 2015-16. 8.DIRECTOR'S RESPONSIBILITY STATEMENT : Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed: a)That 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. b)That the Directors has 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 or Loss of the Company for the year review. c)That the Directors had taken proper and sufficient care 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, and, d)The Directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis. e)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. f)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. 9.SUBSIDIARIES : Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable. 10.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS : The Company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013. 11.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION : Since the Company is not manufacturing activity as like a unit provision of Section 134(3)(m) of the Company Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable. 12.FOREIGN EXCHANGE : During the year under review, there were no foreign exchanges Earnings or outgo. 13.PARTICULARS OF EMPLOYEES : Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any amendments thereof, Company has no such employees falling under the preview of the provisions mentioned above. 14.NUMBER OF MEETINGS : The Board has met Five times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. 15.BOARD EVALUATION : Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 16. RELATED PARTY TRANSACTIONS : There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2 and the same forms part of this report. ANNEXURE B 17.CORPORATE GOVERNANCE : The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. 18.STOCK EXCHANGES : The Company has delisted its shares from Bangalore Stock Exchange Limited vide its order dated 22nd August, 2014. The Shares of the Company are listed and traded on BSE Limited. The Company confirms that it has paid the Annual Listing Fees for the year 2014-15 to BSE where the Company's shares are listed. 19.REDUCTION OF CAPITAL : The Company has reduced the Capital of the Company to Rs. 35,00,000 divided into 3,50,000 Equity Shares of Rs. 10/- each by cancelling 31,50,000 Equity Shares of Rs. 10/- each aggregating to Rs. 3,15,00,000/- after receiving approval from the Hon'ble High Court of Bombay vide their order dated September 26, 2014. 20.SHIFTING OF REGISTERED OFFICE : The Registered Office of the Company is shifted from the state of Karnataka to the state of Maharashtra vide order passed by the Hon'ble Regional Director, South East Region (Hyderabad) dated July 15, 2014. 21.SECRETARIAL AUDIT REPORT : As required under section 204 (1) of the Companies Act, 2013 and Rules made thereunder the Company has appointed Mr. Mandar Palav, Company Secretary as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure to the Board's Report. This report does not contain any qualifications, reservations or adverse remarks. The Board has appointed Mr. Mandar Palav, Company Secretary as Secretarial Auditor of the Company for the financial Year 2015-16. 22.EXTRACT OF ANNUAL RETURN : As required under Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in form MGT-9 is a part of the Annual Report. ANNEXURE C 23.IMPLEMENTATION OF RISK MANAGEMENT POLICY : The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations. Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company. 24.OTHER LAWS : During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. 25.WHISTLE BLOWER POLICY AND VIGIL MECHANISM : Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct. 26. ACKNOWLEDGEMENTS : Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company's Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future. For and on behalf of the Board For Bell Agro Machina Limited (Mr. S. G. Bellad) Chairman Din: 02547125 Registered Office: Xth, Central Mall, Shop No. 21 , 1st Floor, Mahavir Nagar, Kandivali (W), Mumbai - 400067. CIN: L85110MH1989PLC255933 Date: 27.08.2015 |