BOARDS' REPORT Dear Members, 1. Your Directors are pleased to present to you the 23rd Annual Report of NEPC AGRO FOODS LIMITED with the audited statement of accounts for the year ended 31.03.2015. 2. Reserves Since there is no profit in the Company, the directors do not propose to transfer any amount to reserves during the year. 3. Dividend The Directors do not recommend any dividend for the year ended 31.03.2015 in view of the accumulated losses incurred by the Company. 4. Deposits The Company has not accepted or renewed any public deposits during the financial year 2014-15. 5. Composition and Number of meetings of Board The Board presently consists of two executive Directors, three independent Directors and one Woman Director. During the year, the Company has appointed two Additional Directors viz. Mrs. Shivani Devi (DIN 03553773) and Mr. N.C. Agarwal (DIN 07233624) to hold office till the forthcoming Annual General Meeting. At the forthcoming Annual General Meeting, Mr. Rakesh Gupta (DIN 01683070) retires by rotation. Mr. Rakesh Gupta does not seek reappointment. 6. Board Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met 4 times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. 7. Declaration by Independent Directors The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 8. Auditors Mr. A. Nageswaran, Chartered Accountant has been appointed as Statutory Auditor in the calendar year 2014 to hold office till Company's forthcoming Annual General Meeting. The same needs your ratification at the forthcoming Annual General Meeting. The consent and eligibility letter to act as Auditors of the company has been received by the company from the said Auditors. The observations made in Auditors' Report are self explanatory and do not call for any clarification. 9. Secretarial Audit Report Section 204 of the Companies Act, 2013 inter-alia requires eveiy listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors appointed Mr. Deepak Rathi, Practicing Company Secretaiy as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2014-15 and their report is annexed to this Board's report. The Board has also appointed Mr. Deepak Rathi, as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2015-16. 10. Loans, guarantees or investments under section 186 of the Companies Act, 2013. The company does not attract the provisions of section 186 during the year. 11. Particulars of Contracts or Arrangements with Related Parties During the year under review there are no related party transactions. Hence the statement in prescribed Form AOC-2 is not applicable for the year under review. 12. Vigil Mechanism The Company has a formal mechanism for all Directors, employees and vendors of the Company to approach the Chairman of the Audit Committee of the Board and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Code of Conduct. 13. Foreign Exchange Earnings and Outgo, Conservation of Energy and Technology Absorption. There are no Foreign Exchange earnings or outgo during the year. 14. Policy on Corporate Social Responsibility During the year under review, the company does not meet the turnover and net profit criteria as mentioned under Section 135 relating to Corporate Social Responsibility. 15. Disclosure relating to remuneration of employees Since the company has not paid any remuneration to Directors the company does not attract the provisions of sub rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to above said disclosure during the year 2014-15. 16. Disclosure relating to employees posted and working in a country outside India, not being directors or their relatives The Company presently does not have any employee working in a country outside India. 17. Directors' Responsibility Statement: Pursuant to section 134(3) (c) and (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: a) the Company has followed the applicable accounting standards in the preparation of the annual accounts for the year ended 31-03-2015 and there is no material deviation from the previous year. b) the Directors have selected such accounting policies 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 for the year ended 31st March, 2015 and of the profit for the year ended 31st March, 2015. c) 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 and; d) the Directors have prepared the annual accounts of the company on a going concern basis. e) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively 18. Extract of Annual Return Pursuant to the provisions of sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, an extract of the Annual Return of the Company for the year ended 31 st March, 2015 has been given in the prescribed Form MGT-9 as Annexure- B. 19. Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition And Redressal) Act, 2013 The Company has put in place an Anti-Sexual Harassment mechanism in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has not received any complaint of sexual harassment during the year 2014-15. 20. Human Resources Your Company has successfully aligned human capital with business and organizational objectives. The emphasis has been on team work, skill development and development of leadership and functional capabilities of the employees. 21. Statement on Development and Implementation of Risk Management Policy The company does not have any policy as such on Risk Management. However the company shall deal with the risk as a challenge and will come upto the expectations of the shareholders and society at large. 22. Subsidiaries, Joint Ventures and Associates The company presently does not have any subsidiary or Joint Venture and Associate. 23. Acknowledgement: The Directors are thankful to the shareholders, Employees, Central and State Government bodies, Banks, Financial Institutions and Customers at large, for their continued support and confidence reposed with the Company. For and on behalf of Board Tirupathi Kumar Managing Director Surendra Kumar Gupta Director Shivani Devi Additional Director N.C.Agarwal Additional Director Place : Chennai Date : 29.07.2015 |