DIRECTORS' REPORT TO THE MEMBERS, Your Directors have pleasure in presenting herewith the 20th Annual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2015 2. STATE OF COMPANY'S AFFAIR: During the financial year under review the overall performance of the Company was good and the overall turnover of the Company was Rs 11567.77 Lakhs as compare to Rs 11203.78 Lakhs and the Net profit Rs 143.51 Lakhs as compare to Rs 105.84 Lakhs. 3. DIVIDEND: Your Directors do not recommend any Dividend for the Financial Year 2014-2015 as the profits are planned to be ploughed back into the business operations. 4. FIXED DEPOSITS: The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with theCompanies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year. 5. MEETINGS During the year under review, Six board meetings were held on 30.05.2014, 14.08.2014 13.11.2014, 05.02.2015, 17.02.2015, and 31.03.2015.The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013. 6. BOARD EVALUATION The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the directors individually in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement in the following manner: i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committee's and each director were circulated to all the members of the Board along with the Agenda Papers. ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting. iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/Individual Director, and formulated a final collective evaluation of the Board. The Board also provided an individual feedback to the concerned director on areas of improvement, if any. A separate meeting of Independent Directors was held on 05, February 2015 to evaluate the performance of the Company, the Non Independent Directors, the Board and flow of information from management. 7. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company 8. RISK MANAGEMENT Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee and formulated a policy on the Risk Management. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The Risk Management Policy of the Company is posted on the website of the Company 9. REMUNERATION POLICY The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013. The details of the same are provided in the Corporate Governance Report and website of the company 10. DIRECTORS: In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Sri Ambica Krishna (DIN- 00391898) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of Corporate Governance Report. 11. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states: (i) That in preparation of the Annual Accounts for the year ended 31st March, 2015, all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any. (ii) That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 at the end of the financial year and of the profit of the Company for the financial year ended 31st March, 2015. (iii) That the Directors have 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. (iv) That the Annual Accounts for the year ended 31st March, 2015, has been prepared on a going concern basis. (v) Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. (vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively 12. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and Clause 49 of the Listing Agreement. 13. STATUTORY AUDITORS The Statutory Auditors of the Company, M/s. Sri T S AJAI Chartered Accountant, Hyderabad [Registration Number: 025524], were re-appointed by the members at the 19th Annual General Meeting held on 29th September, 2014 at 11.00 AM for a term of 3(Three) years till the conclusion of 22nd Annual General Meeting to be held in 2017. Members are requested to ratify the same at the ensuing Annual General Meeting of the company in accordance with section 139 of the Companies Act 2013. The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2015 forms part of this Report. 14. REPLY TO THE AUDITORS OBSERVATIONS 1. With regard to the improvement of the Internal Control system, the Company is in the process of improving the Internal control Systems 2. With regard to the statutory payments, the Company is in the process of reconcile of the data with the relevant authorities and will ensure the compliance 3. With regard to transferring of unpaid dividend to Investor Education Fund, Your board would like bring to your kind notice that the company is under the process of reconciliation of claims from the shareholders and transfer the unclaimed or unpaid dividend if any 15. INTERNAL AUDITORS: The Board of Directors based on the recommendation of the Audit Committee has reappointed T.V.V. Satyanarayana, Chartered Accountants, and Hyderabad, as the Internal Auditors o your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014. 16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company 17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no 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 the financial statements related and the date of the report 18. CORPORATE SOCIAL RESPONSIBILITY Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Corporate Social Responsibility is Not Applicable to the Company. 19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 A. Conservation of Energy : The present operation of the Company does not involve high energy consumption. However steps being taken to minimize energy consumption where ever possible B. Research & Development : The Research and Development division of Agarbathies department continues to focus on introducing of new brands. C. Technology Absorption : Not Applicable D. Foreign Exchange Earnings & Outgo : (In Rs. Lakhs) 2014-15 2013-14 Foreign Exchange earnings Nil Nil Foreign Exchange outgo Nil Nil 20. MANAGEMENT DISCUSSION AND ANALYSIS: Aspects of Management Discussion and Analysis are enclosed as "Annexure - I "to this report 21. CORPORATE GOVERNANCE: Report on Corporate Governance including Auditor's Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as "Annexure - II" to this report 22. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2015 is given in the FORM NO: MR - 3 is herewith annexed as "Annexure (III)" attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self explanatory and requires no further explanation from the Board. 23. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per Clause 49 of the Listing Agreement for the transactions which are of a foreseen and repetitive nature. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section188 of the Companies Act, 2013 is reffered in notes to Accounts. 24. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure IV" to this report. 25. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as 'Annexure V' to this report and Rule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs.5, 00,000 per month or Rs. 60, 00,000 per annum during the Financial Year 26. ACKNOWLEDGEMENTS: Your Directors place on record, their appreciation for the co-operation and support from the Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers. Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company. For and on behalf of the Board Ambica Agarbathies Aroma & Industries Limited Sd/- AMBICA KRISHNA Chairman and Managing Director Place : Eluru Date : 14.08.2015 |