DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting their 23rd Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015. DIVIDEND: During the year under review, the Board of Directors has not recommended any dividend on the equity share capital. The Company wants to conserve the resources and strengthen the financial base of the company. So that your directors do not recommended any dividend for the financial year ended 31s' March, 2015. SHARE CAPITAL: The paid up equity capital as on March 31, 2015 was Rs.4, 33 23,000. During the year under review, the company neither issued shares with differential voting rights nor granted stock options nor sweat equity. FINANCE: Cash and cash equivalents as at March 31, 2015 was 27,89,868/- The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS: The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: 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 function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department 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 audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon afe presented to the Audit Committee of the Board. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company's CSR philosophy is based on the belief that a successful business can be developed only by creating a prosperous society around. Reaching out to deprived communities is part of the company's vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standajds. good quality of life. The company has been engaging with civil society, public at large through dissemination “of ksJDSR. initiatives. DIVIDEND: During the year under review, the Board of Directors has not recommended any dividend on the equity share capital. The Company wants to conserve the resources and strengthen the financial base of the company. So that your directors do not recommended any dividend for the financial year ended 31n March, 2015. SHARE CAPITAL: The paid up equity capital as on March 31, 2015 was Rs.4, 33 23,000. During the year under review, the company neither issued shares with differential voting rights nor granted stock options nor sweat equity. FINANCE: Cash and cash equivalents as at March 31, 2015 was 27,89,868/- The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS: The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act. 2013. The detail of the investments made by company is given in the notes to the financial statements. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: 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 function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department 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 audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company's CSR philosophy is based on the belief that a successful business can be developed only by creating a prosperous society around. Reaching out to deprived communities is part of the company's vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standaxds and good quality of life. The company has been engaging with civil society, public at large through dissemination^ ksJpSR^" initiatives. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo is given in the Annexure No A. which forms part of the Board Report. FOREIGN EXCHANGE EARNINGS AND OUT-GO : During the period under review there was no foreign exchange earnings or out flow. INDUSTRIAL RELATIONS: During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. DIRECTORS: Mr. Anuj Rai Bansal has resigned from the Board of Company on 01.10.2014. The Board places on record its gratitude for the services rendered by Mr. Anuj Rai Bansal during his tenure as Member of the Board. As per the Provision of Section 152 of the Companies Act 2013 Sh. Ajay Kumar Goel, Whole Time Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Your Board of Director has recommended his appointment in their meeting held on 30lh May, 2015. Sh. Sanjeev Kumar Kohli was appointed as an Additional Director on 1st April, 2015 under section 161 ofthe Companies Act 2013 who holds office till the date of the ensuing Annual General Meeting of the Members of the Company. It has been proposed to appoint him as an Independent Director not retire by rotation for a consecutive term of Five years effective from the date of passing of resolution by the members through postal ballot which has been sent to the members. The company should have atleast one woman Director under Section 149 of the Companies Act, 2013. In light of above view Smt. Neeraj Sharma was appointed as an Additional Director on 12Ih March, 2015 under section 161 of the Companies Act 2013 who holds office till the date of the ensuing Annual General Meeting of the Members of the Company. It has been proposed to appoint her as an Independent Director not retire by rotation for a consecutive term of Five years effective from the date of passing of resolution by the members through postal ballot which has been sent to the members. Mr. Shyain Manohar Parashar has been appointed as Chief Financial Officer of the Company on 22nd August, 2014 as per provisions of Section 203 of the Companies Act, 2013. Mr. Sahil Mahajan has been appointed as Company Secretary of the Company on 22nd August, 2014 as per provisions of Section 203 of the Companies Act, 2013 Declaration of Independence by Directors The company has received the declaration from all the Independent Directors of the Company Mr. Sanjeev Kohli, Mrs. Neerai Sharma. Mr. Rajinder Kumar Uppal and Mr. Dinesh Sharma confirming that they meet to the criteria of Independence prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Remuneration Policy The Board has, on the recommendation ofthe Appointment & Remuneration Committee framed a policy appointment of Directors, Senior Management and their remuneration. The Remuneration Policy Corporate Governance Report. Director's Responsibility Statement: In terms of Section 134 (5) ofthe Companies Act, 2013. the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have 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 under review. iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have 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, vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. Related Party Transactions The company has entered a contract with its related party Pioneer Industries Limited. Before entering into, the Audit Committee of the Company has approved such related party transaction to be performed with Pioneer Industries Limited. The particulars of contracts entered into by the company with its related party i.e. Pioneer Industries Limited pursuant to Section 188 of the Companies Act, 2013 is annexed herewith in Form AOC-2. Annexure No B. which forms a part of the Report. Subsidiary Companies The Company does not have any subsidiary. Code of Conduct The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.pioneeragro.co.in All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. Vigil Mechanism / Whistle Blower Policy: The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. in staying true to our values of Strength, Performance and Passion and in line with our vision of being one ofthe most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. Prevention of Insider Trading The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. Auditor's Report/ Secretarial Audit Report 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. Auditors M/s Vasudeva & Co., Chartered Accountants, Statutory Auditor of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment for the Financial Year 2015-16. The Company has received a written certificate to the effect that their appointment, if made, would be made within prescribed limits under Section 141{3)(g) of the Companies Act 2013 read with Companies (Audit & Auditors) Rules, 2014 and they are not disqualified for appointment. The Board and Audit Committee have also recommended statutory auditor's reappointment. Members are requested to consider their re-appointment. Further M/s Yudhistir & Co., Chartered Accountants has been appointed as Internal Auditor pursuant to Section 138 of the Companies Act, 2013 for the Financial Year 2015-16 Appointment of Cost Auditor of the Company The Board appointed M/s J.Verma & Associates, Cost Accountant, as cost auditor of the Company for the financial year 2015-16 for Edibile Oil business at a remuneration of Rs. 25000/- plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members of the Company at the ensuing Annual General Meeting of the Company pursuant to Section 148 of the Companies Act 2013 read with Companies (Audit and Auditors) rules, 2014. Secretarial Audit Pursuant to 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 Anuj Bansal & Associates, Practicing Company Secretary to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit report is annexed herewith as "Annexure C" Extract of Annual Return: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure D". Business Risk [Management: Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the pucom party. Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight Board Meetings, Five Remuneration Committee, Four Stakeholders Relationship Committee, One Independent Director Meeting, and Six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 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 reports and accounts are being sent to the members and others entitled thereto, excluding the information oh 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. If any member is interested in inspecting the same, such member may write to the company secretary in advance. Corporate Governance and Management Discussion & Analysis Reports The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement Segment wise Performance Your company is engaged in the manufacturing of edible oils and vanaspati, which as per Accounting Standard 17 and under provisions of Companies (Accounting Standard) Rules is considered the only primary business segment i.e Edibile Oils Segment. Acknowledgements Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and cooperation your Company has been receiving from its suppliers, stockiest, retailers, business partners and other associated with the company as its trading partners. Your company looks upon them as partners in its progress and has shared with them the rewards of growth. The Directors also wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance. For and on behalf of the Board Director Din No-01105207 (Jagat Moagrwal ) Joint Managing director Din No- 0 0750120 Place: Pathankot Dated: 27.05.2015 |