DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting this Thirty Seventh Annual Report together with the Audited Accounts of the company for the year financial year ended on 31st March 2015. DIVIDEND In view of the future needs of funds for growth of the company dividend is not recommended in the current year. CURRENT OUTLOOK The profit before tax is Rs.272.37 Lacs. The management is hopeful to continue the profitability further. The per hectare usage of pesticides in India is still quite low in comparison to international standards. Therefore there is substantial growth potential in agro chemical business. FIXED DEPOSITS No fixed deposits have been accepted from public during the financial year 2014-15. DIRECTORS In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashwani Kumar Sharma, Directors of the Company retire by rotation and being eligible, offers himself for reappointment. During the year, Mr. Arun Kumar (DIN 07031730) has been appointed as an Additional Director on the Board of the Company w.e.f. 14.02.2015. During the year, Mrs. Usha Pande (DIN 07091890) has been appointed as an Additional Women Director on the Board of the Company w.e.f. 14.02.2015. Your Directors welcome Mr. Arun Kumar and Mrs. Usha Pande on the Board of the Company. All the independent Directors have given Declarations that they meet criteria of independence as laid down u/s 149(6) of the Companies Act, 2013 and Clause No.49 of the Listing Agreement. Brief resume of the above Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are given in Explanatory Statements to the Notice convening the Annual General Meeting. DIRECTORS' RESPONSIBILITY STATEMENT On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: i) that in the preparation of the Annual Financial Statements for the year ended on 31st March, 2015 the applicable accounting standards have been followed. ii) that the Company has selected such accounting policies and applied them consistently and made judgment 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 under review. iii) 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. iv) that the annual financial statements have been prepared on a on-going concern basis. v) that 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. The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors. AUDITORS & AUDIT The Statutory Auditors of the Company, M/s Rai Qimat & Associates, Chartered Accountants, Delhi (Firm Registration No.013152C), who were appointed as Statutory Auditors by the members for conclusion of this Annual General Meeting. Their re-appointed as the auditors of the Company to hold office from the conclusion of this Annual General Meeting until conclusion of the Sixth Annual General Meeting from this Annual General Meeting (subject to ratification of the appointment by the members at every AGM held after this AGM) . The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. INTERNAL AUDITORS The Board of Directors of your Company has appointed M/s Pawan K Singla & Co., Chartered Accountants, New Delhi (Firm Registration No.021595N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-2016. COST AUDITORS The Board of Directors of your Company has re-appointed M/s Cheena & Associates, Delhi, Cost Auditors (Firm Registration No.0397) as Cost Auditors of the Company for the financial year 2015-16. SECRETARIAL AUDITORS The Board of Directors of your Company has appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The Report of the Secretarial Auditor is annexed to the Report as per Annexure "A". CORPORATE GOVERNANCE Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange. A separate Report on Corporate Governance alongwith Report on Management Discussion and Analysis is enclosed as part of the Annual Report as Annexure "B". Disclosure under Companies Act, 2013 (i) Extracts of Annual Return The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per Annexure "C". (ii) Meetings During the year, Eight Board Meetings and Five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. (iii) Composition of Audit Committee The Board has constituted Audit Committee, which comprises of Mr. Harish Pande, Mr. Rajiv Mehta and Mr. Anirudh Bishnoi. More details about the committee are given in the Corporate Governance Report. (iv) Related Party Transactions None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements. (v) Particulars of Loans, Guarantees and Investments Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations. INTERNAL FINANCIAL CONTROL A detailed note has been provided under Management Discussion and Analysis Report. BOARD EVALUATION Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually. The manner of evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors. 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 Ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regards. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure "D". RELATED PARTY TRANSACTION Company does all transaction at Arm Length Price if any transaction having related party transaction under section 188 of Companies Act, 2013 than mention in Form AOC-2 as Annexure "E". ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014. A. CONSERVATION OF ENERGY Energy conservation is a very important part of energy planning and its management. This is not only saves energy resources for future but also avoids wasteful utilization of energy. Energy conservation initiatives provide solution to the energy crisis, environmental degradation and pollution. The company is taking measures to achieve more efficiency in power and fuel consumption. The quality of coal used is being monitored to bring down consumption level. B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT Efforts, in brief, made towards technology absorption, adaption and innovation. The Company as a matter of policy exposes its technical staff to latest technological developments by encouraging them to participate in domestic as well as global technical seminars and expositions; this helps them to further improve their knowledge and skills, which in turn results in better quality products and increased productivity. Benefits derived as a result of the above efforts Product innovation and renovation, improvement in yield, product quality, input substitution, cost effectiveness and energy conservation as the major benefits. C. FOREIGN EXCHANGE EARNING AND OUTGO During the period under review: CIF Value of Imports is Rs.2,83,29,528/- PERSONNEL Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company. ACKNOWLEDGEMENT The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company. for and on behalf of the Board Sd/- RAHUL BISHNOI Chairman DIN : 00317960 Place : New Delhi Dated : 2nd Sept, 2015 |