| Dear Members,
Your ectors have pleasure in presenting the 24th Annual Report of your
Company alongwith the Audited Statement of Accounts for the Period
ended 31stMarch,2015.
1. FINANCIAL HIGHLIGHTS:
Year Ending Year Ending
March March
Particulars 31, 2015 31, 2014
Amt. in Rs. Amt. in Rs.
Net Sales/ Income from Operations 42,00,83,153 41,73,98,430
Other Income 49,95,428 9,12,244
Total Income 42,50,78,580 41,83,10,674
Less: Expendlture 42,35,62,547 41,70,51,508
Profit/(Loss) before Interest
& Exceptional Items 15,16,033 12,59,166
Less: Interest 9,95,580 12,068
Profit/(Loss) after
Interest before Tax & 5,20,452 12,47,097
Exceptional Items
Extraordinary Items 2,34,646 -2,34,646
Profit/(Loss) before Tax 7,55,098 10,12,451
Less: Current Tax 2,75,535 2,79,500
Deferred Tax -1,10,364 1,04,649
Proflt after Tax 5,89,928 6,28,302
Add: Profit/(Loss)Brought Forward 1,70,87,425 1,64,61,623
Less: Prior year Tax Liability Nil NIL
Less: Prior period adjustments 10370 2500
Amount available for
Appropriation/(Loss) 1,76,66,983 1,70,87,425
2. RESULTS OF OPERATION REVIEW:
We have please to inform you that the company in now trading in Rice
and Pulses apart from Textile Intermediaries and Metals which they have
traded in Last Year. Income from operation for the financial year
2014-15, for the year under review was at Rs. 42,00,83,153 compared to
Rs. 41,73,98,430 for the financial year 2013-14, i.e. growth of 0.64%.
EBIDTA excluding exceptional items, stood at Rs.15,16,033 during
financial 2014-15,which was at Rs.12,59,166 in the financial year
2013-14 i.e. growth of 20.40%. PAT for the financial year under review
was Rs.5,89,928 in the year ended March 31, 2015 as compared to
6,28,302 in the year ended March 31, 2014, i.e. a decline by 6.11%.
3. CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated Financial Statements of your Company for the Financial
year 2014-15 are prepared in accordance with Companies Act 2013,
Accounting Standard and Listing Agreement as prescribed by Securities
and Exchange Board of India (SEBI). The consolidated Financial
Statements have been prepared on the basis of Audited Financial
Statements of the Company and its Subsidiary namely viz Advantage
Commodities Pvt. Ltd. as approved by their respective Board of ectors.
Pursuant to the provisions of section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries, are available on the website of the Company.
4. DIVIDENDS:
The Company has decided to sustain the growth in line with the long
term growth objectives of the Company by retaining the profits and
utilizing the same for opportunities in hand.
5.SUBSIDIARIES
Pursuant to provisions of Section 129 (3) of The Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules , 2014 , a statement
containing salient features of the subsidiary company viz. Advantage
Commodities Pvt. Ltd. In Form AOC is given in Annexure -1 in this
Board Report.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion & Analysis Report as required under Clause 49
of the Listing Agreement is presented separately and is given in
Annexure -2 which forms part of this Report.
7. ECTORS AND KEY MANAGEMENT PERSONNEL:
During the year under review:
In term of the provisions of the Companies Act, 2013. Mr. Mani
Ananthanarayan, had to step down from the Board of the Company on 26th
March, 2015 due to his pre occupancy. We would like to thank Mr. Mani
for his valuable guidance, contribution and support during the year of
his ectorship of the company.
The Company has nominated Ms. Nalini Shetty as Woman ector in
compliance with provision of section 149 of Companies Act, 2013.
The Company has received confirmations from all its ectors, based upon
which none of the ectors are disqualified from appointment under
Section 164 of the Companies Act, 2013.
The Company has devised a policy for performance evaluation of
Independent ectors, Board, Committees and other Individual ectors which
includes criteria for performance evaluation of the non- executive
ectors and executive ectors.
In a separate meeting of independent ectors, performance of
non-independent ectors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive ectors and non-executive ectors.
8. EXTRACTS OF ANNUAL RETURN
Extract of the Annual Return in Form MGT 9 for the Financial year ended
on 31st March, 2015 as required under Section 92 (3) of the Companies
Act, 2013, is annexed to this report- Please refer Annexure-3.
9. NOS. OF BOARD MEETINGS
During the year the Board of ectors met 8 times . The details of the
Board Meetings are provided in the Corporate Governance Report.
10. ECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of the provisions of Section134(3)(c) and
134 (5) of the Companies Act,2013, your ectors confirm that:
i) In the preparation of the annual accounts for the financial year
ended March 31, 2015, the applicable accounting standards have been
followed along with proper explanation in relation to material
departure, if any;
ii) The ectors 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 at the end of the financial year i.e., March 31,2015 and of
the profit of the Company for the year ended on that date;
iii) The ectors have taken proper and sufficient care for the
maintenance of adequate accounting records , in accordance with the
provisions of the Act, 2013 for safe guarding the assets of the Company
and for preventing and detaching fraud and other irregularities;
iv) The ectors have prepared the annual accounts for the financial year
ended March 31, 2015, on a going concern basis.
v) The ectors have 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 ectors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and are operating effectively.
11. DECLARATION BY INDEPENDENT ECTORS
The Following ectors are independent in terms of Section 149 (6) of the
Companies Act,2013 and Clause 49 of the Listing Agreement :
* Ms. Nalini Shetty
* Mr. Suresh Kulkarni
* Mr. Satish Bokdia
The Company has received requisite declarations / confirmations from
all the above ectors, confirming their independence.
12. POLICY ON ECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134 (3) (e) , Section 178
(3) & (4) and Clause 49 of the Listing agreement are annexed to this
report. Please refer Annexure-4.
13. AUDITORS REPORT
The Statutory Auditors Report on Standalone Financial statement as well
as Report on Consolidated Statement have expressed concern over not
accounting / providing employees terminal benefits as per Accounting
Standard 15 for the financial year 2014-15
The Management would like to inform you that none of the employees have
completed one year of continuous service and hence the same has not
been taken up in the current year. The same exercise would however be
taken up in the next financial year.
The Statutory Auditors have expressed concern over the reasonableness
of the assumptions made to estimate the future cash flow projections of
wholly owned subsidiary viz. Advantage Commodities Pvt Ltd which is a
member of Multi Commodity Exchange and have accordingly expressed their
inability to determine whether any adjustment is necessary to the
carrying amount of the goodwill on consolidation and have made a
qualified opinion in their Report on Consolidated Financial Statement
for the year ended March 31, 2015.
The Board is of the opinion that the investment is currently in
discussion with M/s. Artha Vrddhi Limited for sale of the Investment in
subsidiary. The approval of the members is being sought for under Item
No 7 of the Notice.
The Board of ectors plan to sell of the investment at a Fair Value to
be decided by a Practicing Chartered Accountant. Any resultant Profit
or loss would be accounted in the books of Agrimony Limited upon the
happening of the event. Due to this no adjustment adjustment is
necessary to the carrying amount of the goodwill on consolidation
14. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made thereunder, the Company has appointed M/s Dhirendra
Maurya & Associates, Company Secretaries in Practice (CP No. 9594) to
undertake the secretarial audit of the Company. The Secretarial Audit
report in Form MR-3 is included as Annexure and forms an integral part
of this report. Please refer Annexure -5
There are no qualifications, observations or adverse remarks in the
Secretarial Audit Report.
15. RELATED PARTY TRANSACTIONS:
All transaction entered into with related parties (as defined under
Section 188(3) of the Companies Act, 2013 and Clause 49 of the Listing
agreement) during the financial year under review were in the ordinary
course of business and on arms length pricing basis.
The Particulars of contracts or arrangements with related parties are
given under Section 188(1) of the Companies Act, 2013; hence enclosure
of Form AOC-2 is required. Please refer Annexure -6.
16. MATERIAL CHANGES AND COMMITMENTS:
Your ectors further state that there were no material changes have
taken place that could have an impact on the financial position of the
Company from the date of closure of financial year under review till
the date of signing of Accounts.
17. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
A) Conservation of energy, technology absorption
As the Company does not fall under any of the industries listed out in
the Schedule appended to the Companies (Disclosure of Particulars in
the Report of the Board of ectors) Rules, 1988, particulars required to
be disclosed with respect to conservation of energy and technology
absorption, are not applicable to the Company.
The operations of your Company are not energy intensive. Your Company
takes various measures to reduce energy consumption by using
energy-efficient computer systems, electrical and electronic equipment
and procuring energy efficient equipment and gadgets in its operation.
As an ongoing process, your Company evaluates new technologies and
techniques to make its infrastructure more energy efficient.
B) Foreign Exchange Earning/Outgo:
The Company has no Foreign Exchange Earning/ Outgo in Financial Year
2014-15.
18. RISK MANAGEMENT POLICY:
The Company has a risk management framework for identification and
managing risks,It is dealt with in greater details in the Management
Discussion and analysis section.
19. VIGIL MECHANISM:
The Company has established a vigil mechanism to provide a framework to
promote responsible and secure whistle blowing and to provide a channel
to the employee(s) and ectors to report to the management, concerns
about unethical behavior, actual or suspected fraud or violation of the
code of conduct or policy/ies of the Company, as adopted / framed from
time to time. The mechanism provides for adequate safeguards against
victimization of employees and ectors to avail of the mechanism and
also provide for ect access to the CEO/ Chairman of the Audit Committee
in exceptional cases.
20. ANNUAL PERFORMANCE EVALUATION:
In terms of provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement, the Board has carried out the annual evaluation of
its own performance and that of its ectors individually. The evaluation
criteria as laid down by the Nomination & Remuneration Committee
included various aspects of the functioning of Board such as
composition, process & procedures including adequate & timely
information, attendance, delegation of responsibilities, decision-
making, roles & responsibilities including monitoring, benchmarking,
feedback, stakeholders relationship and committees.
The performance of individual ectors including the Chairman was
evaluated on various parameters such as knowledge & experience,
interest of stakeholders, time devoted etc. The evaluation of
Independent ectors was based on aspects like participation in &
contribution to the Board decisions, knowledge & experience and
judgement.
In Compliance with the provisions of Section 134(3)(p) of the Companies
Act 2013 and clause 49 of the Listing Agreement with the Stock
Exchange, the Board carried out an Annual Evaluation of its own
performance and individual ector. It also evaluate the performance of
the committees A separate exercise was carried out to evaluated the
performance of individual ectors including the Chairman of the Board,
who were evaluated on parameters such as level of engagement and
contribution, independence of judgement, safeguarding the interest of
the Company and its minority shareholders, etc. The performance
evaluation of the Independent ectors was carried out by the entire
Board except the Independent ector being evaluated. The performance
evaluation of the Chairman and Non- Independent ectors was carried out
by the Independent ectors.
The Directors expressed their satisfaction with the evaluation process.
21. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public during the
year under review.
22. PARTICULARS OF REMUNERATION
The information as required in accordance with Section 197(12) of the
Companies Act, 2013, read with the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014, as amended is set
out in Annexure-7 to this Report. However, as per the provision of
Section 136 of the Companies Act, 2013, the Report and the Accounts are
being sent to all members of the Company excluding the aforesaid
information.
23. ANTI SEXUAL HARASSMENT POLICY
During the period under review, no complaints were received by the
Internal Complaints Committee established under the Policy for
Prohibition, Prevention and Redressal of Sexual Harassment of Women at
Workplace.
24. ORDERS BY REGULATORS, COURTS OR TRIBUNALS:
No significant and material order was passed by Regulators or Courts or
Tribunals impacting the going concern status of your Company and its
future operations
25. AUDITORS:
The Auditors M/s. V. R. Bhabhra& Co., Chartered Accountants, who are
Statutory Auditors of the Company, retire at the forthcoming General
Meeting and being eligible for re-appointment to audit the Accounts of
the Company for the Financial year 2015 - 16. As required under the
provisions of Section 139 of the Companies Act, 2013, the Company has
received a certificate from the auditors to the effect that their
re-appointment, if made, would be within the prescribed limits
specified in the said section.
26. CORPORATE GOVERNANCE:
A Report on Corporate Governance together with Auditor's Certificate as
required under Clause 49 of the Listing Agreement forms part of this
Annual Report. Please refer Annexure-8
27. ACKNOWLEDGEMENTS:
The ectors wish to thank and deeply acknowledge the co-operation,
assistance and support extended by various Government Authorities,
Company's Bankers, Dealers, Vendors, Customers, Suppliers,
Shareholders, Stock Exchange and others who have supported the company
during its difficult time and hope to receive their continued support.
The Directors also wish to place on record their appreciation for the
all round co-operation and contribution made by employees at all levels.
For and on behalf of the Board of
AGRIMONY COMMODITIES LIMITED
Place: Mumbai
Date: 7th September 2015 ANANDRAO GOLE
MANAGING ECTOR
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