BOARD'S REPORT Dear Members, Your Directors have pleasure in presenting this 23rd ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st March 2015. CURRENT YEAR PERFORMANCE The turnover of the Company has increased from Rs. 784.07 Lakhs to Rs. 885.99 Lakhs in current financial year but the other income has decreased to Rs. 5.86 Lakhs from Rs. 7.98 Lakhs in current year. The Company failed to achieve targeted results as the product is an Agriculture product and mainly depended on Government policies and its demand is seasonal. Earlier many subsidies were provided by State Government but now the schemes of subsidies are modified by the Government and also the percentage of the Subsidies has decreased considerably. The cost of Raw material and Transportation Cost has increased and at the same time the price of product was decreased so Company could not reach at desired results. Also the tenders floated by Government were very less and Company could not encash the floated tenders. MANAGEMENT DISCUSSION AND ANALYSIS REPORT As required under Clause 49 of the Listing Agreement with Stock Exchange, the Management discussion and analysis report is enclosed herewith as Annexure-1. DIVIDEND In view of the continued accumulated losses incurred by the Company, your Directors do not recommend dividend on Equity Shares for the year ended on 31 st March, 2015. Share Capital The paid up Equity Share Capital as on March 31, 2015 was Rs. 9,91,15,000. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor Sweat Equity. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: (a) in the preparation of the Annual Accounts for the year ended on 31st March, 2015, 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE REPORT Your Company has always given priority to incorporate standards for Good Corporate Governance. It has taken all necessary steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is annexed herewith as Annexure-2. Certificate from the Secretarial Auditor D. G. Bhimani & Associates, Company Secretary confirming the Compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report as Annexure-3. CODE OF CONDUCT Your Company has, in compliance of Clause 49(l) of the Listing Agreement, formulated Code of Conduct for it's Directors, Senior Management and the Employees of the Company. All the Directors, Senior Management and the Employees have complied with this Code for the Financial Year 2014-15.A declaration for compliance with this Code of Conduct has been given by Chairman of the Company and such declaration forms part of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO The particulars as prescribed in Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014, are enclosed herewith as Annexure - 4 . INSURANCE The whole properties of the Company have been insured properly and the Company has taken necessary general insurance. AUDITORS AND AUDITOR'S REPORT a. Statutory Auditor: The Company's Auditor M/S Mukund & Rohit, Chartered Accountants, Vadodara were appointed as the Auditor to hold office up to this Annual General Meeting. As required under the Companies Act, 2013, they shall hold office for a maximum period of three years. Therefore, the Board proposed to appoint them for their remaining term of two years from the conclusion of 23rd AGM. The notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark. b. Secretarial Auditor: According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the Board has appointed Mr. D. G. Bhimani, Practicing Company Secretary for Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure- 5. EXTRACT OF THE ANNUAL RETURN The Details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as Annexure- 6. NUMBER OF MEETINGS OF BOARD OF DIRECTORS HELD DURING THE YEAR The Board of Directors duly met 4 times during the Financial Year from 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows: 28th May, 2014 , 5th August, 2014, 13th November, 2014 and 7th February, 2015. DIRECTORS Mr. Naishadbhai N Patel will retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for reappointment. Your Directors state that Mr. Kiranbhai M. Patel, Mr. Arvindbhai V. Shah, Mr. Jagdishbhai I. Patel were appointed as Independent Directors for the period of 5 years at the 22nd Annual General Meeting held on 8th September, 2014. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. DEPOSITS Company has not accepted any deposits under the meaning of Section 73 of the Companies Act, 2013 and rules made there under. LOANS, GUARANTEES OR INVESTMENTS Your company has not directly or indirectly a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any, b) given any guarantee or provided security in connection with a loan to any other body corporate or person and c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more. POLICY ON DIRECTORS, KMP'S APPOINTMENT AND REMUNERATION The policy of the Company on Director's and KMP's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Director and other matters provided under Section 178 sub-section 3 of the Companies Act- 2013. The same was approved by the Board. The Nomination and Remuneration Policy of the Company has been uploaded on the website of the Company www.adarshplant.com . VIGIL MECHANISM The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Listing Agreement and also pursuant to provision of Section 177(9) & (10) of the Companies Act 2013. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.adarshplant.com . DEVELOPMENT AND IMPLIMENTATION OF RISK MANAGEMENT POLICY Risk affects every organization by one way or other. Thus planning to handle such risk in future is of vital importance for every organization. Your Company always focuses on identifying and monitoring the risk and to take precautionary steps for risks affecting to your Company. There are certain risks like Price Risk, Government Policies, Human Resource, Competition etc. and have planned to manage such risk by adopting best management practices. ANNUAL FORMAL BOARD EVELUATION The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee. CONTRACTS AND ARRANGEMENT WITH RELATED PARTY The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto has been disclosed in Form No. AOC -2 and is annexed herewith as Annexure - 7. DETAILS OF ORDER PASSED BY THE REGULATORS There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Company's Operation in the future. Your Directors further state that during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors, Advisors, Auditors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers. For and on behalf of the Board of Directors Naishadbhai Patel Chairman DIN No. 00082749 Place: Vithal Udyognagar Date: 12th August, 2015 |