DIRECTORS' REPORT Your Directors have pleasure in presenting their Twenty Third Report together with the Audited Accounts of your Company for the year ended 31st March, 2015. THE COMPANIES ACT, 2013 Your Company has been regular in keeping pace with the fast changes introduced by the Companies Act, 2013 and initiated necessary changes accordingly. Some of the important initiatives taken by your Company are as under: a. Re- constitution of the Committees of the Board. b. Designation of Key Managerial Personnel (KMPs). c. Establishment of Vigil Mechanism. d. Recommendation for the appointment of the Independent Directors, not liable to retire by rotation, who satisfy the criteria enumerated in the Companies Act, 2013 and e. Providing E-voting facility to members. COMPANY'S PERFORMANCE The Company is an agro based company and operates in two segments namely Oil division and Agro division. The year under review witnessed slowdown in the Indian economy which had an adverse impact on agro industries which resulted in decrease in sales. The segment wise revenue of your Company from operations for the fiscal year 2014-15 is as follows: Oil Division: Rs. 15763.49 Lakhs Agro Division: Rs. 2831.48 Lakhs Highlights of performance of both the segments of the Company are discussed in the Management Discussion and Analysis Report attached as Annexure II to this report. RESULTS OF OPERATIONS Your Company generated a profit after tax from operations of Rs. 74.60 lakhs as compared with Rs. 160.59 lakhs in the previous year. Due to downfall in the net profit, the earnings per share of the Company has been reduced to Rs. 1.50 for the financial year 2014-15. CURRENT YEAR'S WORKING The working during the first quarter of the current year is encouraging and it is expected that this trend will be maintained. DIVIDEND In order to increase internal generation of funds and with a view to reducing finance costs, your directors have decided to skip dividend for the year. DIRECTORATE At the Board Meeting held on 8th August, 2015, the Board of Directors have re-appointed Mr. Jitendra Palnitkar, Mr. Ayushman Mehta, Mr. Prakash Narvekar & Mr. Gautam Surana as Independent Directors of the Company for a term of one year. The Company has received declarations from all Independent Directors that they meet criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement. The Board at its meeting held on 14th October, 2014 appointed Mr. Rakesh Singh as Additional Director and subsequently as Whole-Time Director designated as "Works Director" of the Company's plant located at Shikrapur for a period of two years with effect from 14th October, 2014, subject to the approval of the members in the ensuing Annual General Meeting. Mr. Rakesh Singh retires at this AGM and offers himself for re-appointment. At the Board Meeting held on 1st July, 2015, the Board of Directors approved re-appointment of Mr. Pradip P. Parakh as the Managing Director of the Company for the further period of two years with effect from 1st July, 2015, subject to the approval of members in the ensuing general Meeting. In accordance with the provisions of the Companies Act, 2013 and Company's Article Association, Mr. Pradip P. Parakh retire by rotation and offers himself for re-appointment. Necessary Resolutions for the appointment/ re-appointment of directors are being proposed in the Twenty Third Annual General Meeting. The Company has received separate notice(s) together with requisite amount, as per provisions of Section 160 of the Companies Act, 2013, for the appointment of aforesaid directors on the Board of the Company. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had 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 at the end of the financial year and of the profit and loss of the company for that period; c. the directors had 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; d. the directors had prepared the annual accounts on a going concern basis; and e. the directors, in the case of a listed company, 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. STATUTORY AUDITORS The term of Office of the Statutory Auditors M/s. M. Z. Gandhi & Co., Chartered Accountants (Firm Reg. No.117819W) expire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from them confirming that their appointment, if made, will be in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. COST AUDITORS Pursuant to Section 209 (1)(d) of the Companies Act, 1956, Cost Audit Report for the financial year ended 31/03/2014 was submitted to the Central Government on 27/10/2014. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Swapna Mande & Associates, Practicing Company Secretary, for conducting Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014 The Extract of Annual Return in form no. MGT-9 as per Section 134(3)(a) of the Companies Act, 2013 duly certified by the Practising Company Secretary is annexed hereto as Annexure IV and forms part of this report. DISCLOSURE IN BOARD'S REPORT During the year under review, the Company has not given any loan, guarantee or provided security or made investment and has not conducted any related party transactions pursuant to the provisions of the Companies Act, 2013, hence information required to be disclosed as per Section(s) 186 and 188 of the Companies Act, 2013 with relevant rules framed thereunder is not applicable. The Disclosure in the Board Report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is also annexed hereto and forms part of this report. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has been employing 3 women employees in various cadres in the organization. The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-15, no complaints were received by the Company related to sexual harassment. RISK MANAGEMENT POLICY IMPLEMENTATION Your Company's risk management is embedded in the business processes. VIGIL MECHANISM The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. DEPOSITS Your Company has not accepted any deposits from the public as envisaged under Section 73 to Section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE Conservation of Energy: - The conservation measures have been implemented wherever possible. The Company is making sincere efforts towards conservation of energy through improved operational methods and by all possible means. The Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy is forming part of this report and annexed as Annexure I. Technology Absorption - The Company has not availed of imported technology but has setup Laboratory and Quality Control Department to ensure the quality of different products manufactured. The Company has carried out Research & Development in process developments to minimize energy consumption. • Foreign Exchange earnings and outgo - During the year under review, no foreign exchange earnings were earned (Previous Year Rs. NIL) and the foreign exchange outgo was Rs. 2739.02 lakhs (Previous Year Rs. 6198.18 lakhs). PARTICULARS OF EMPLOYEES None of the employees of the Company was in receipt of remuneration as specified in Section 134 of the Companies Act, 2013, read with Companies (Particulars of Employees) Rules, 1975 & hence no details are required to be furnished. PERSONNEL The Industrial Relation scenario continued to be cordial the company regards its employees as a great asset & accords high priority to training & development of employees. The number of employees as on March 31, 2015 was 15. The information required pursuant to section 157 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel ) Rule, 2014 in respect of employees of the companies is available for inspection by the members at the registered office of the company during business hours on working days upto the date of ensuing Annual General Meeting. HEALTH AND SAFETY PERFORMANCE Awareness for health and safety is being created. CORPORATE GOVERNANCE The report on Corporate Governance alongwith statutory auditor's certificate thereon and the report on Management's discussion and Analysis in accordance with clause 49 of the Listing Agreement entered with the Stock Exchanges, are forming part of this Report as Annexures II and Annexure III. CREDIT RATING ICRA Limited, credit rating agency, has, after periodic surveillance, retained the long term and short term ratings for the Company at [ICRA]BBB+ (pronounced as ICRA triple B plus) and [ICRA]A2 (pronounced as ICRA A two), respectively, on the credit facilities extended to the Company by bank(s). The outlook on the long term rating is stable. CASH FLOW STATEMENT Cash flow statement as required under Clause 32 of the listing agreement is attached to and forms part of the Balance Sheet. ACKNOWLEDGEMENTS The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's record performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in the management. For and on behalf of the Board of Directors Sd/- PRADIP P. PARAKH CHAIRMAN & MANAGING DIRECTOR (DIN: 00053321) Place: Pune Date: 8th August, 2015 |