DIRECTOR'S REPORT To, The Members, Your Directors have pleasure in presenting before you the 21st Annual Report together with the Audited Statements of Accounts of the Company for the year ended 31st March, 2015. 2. Deposits The Company has not invited/accepted any deposits from the public during the year ended March 31,2015. There were no unclaimed or unpaid deposits as on March 31, 2015. 3. Industrial Relation The Industrial relations remained cordial throughout the year and have resulted in sustained growth of the company. 4. Directors and Key Managerial Personnel Mr. Vijay Setia and Mr. Rajeev Setia, are the Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Mr. Amit Mehra (Din No. 01386464) an independent director of Company was not elected in Annual General Meeting held on 29.09.2014 due to non receipt of requisite vote. Therefore he got retired from his position & Company in the immediate next Board Meeting (i.e. on 13.10.2014) appointed Mr. Vijay Kumar Jhamb as an additional Director of Company w.e.f. 13.10.2014 as per Articles Of Association of Company and in terms of Section 161 (1) of the Act and whose term of office expires at the Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to 12th October 2019." In the opinion of the Board, he fulfill the conditions of independence as specified in Listing Agreement, in the Act and Rules made there under. During the year, the Board of Directors also appointed Miss Kanika Nevtia as Company Secretary w.e.f 31.05.2014 & Mr. Rajeev Setia Executive Director of Company as Chief Financial Officer of Company w.e.f 19.08.2014 and Mr. Chaman Lal Setia managing director of Company is designated as Key Managerial Personnel of Company. None of Directors of the company is disqualified under Section 164(2) of the Companies Act, 2013 . 5 Conservation Of Energy, Technology Absorption, Foreign Exchange Earning and Outgoing Information required under Section 134 (3) (m) of Companies Act, 2013 read with Rules 8 of Companies (Accounts) Rules, 2014 is given in the Annexure -A to this report. 6. Auditors' Report The Auditors' Report does not contain any qualification. The notes on accounts referred to in the Auditor's Report are self-explanatory and therefore do not call for any further Comments. 7. Auditors The Auditor M/s Rajesh Kapoor & Co, Chartered Accountants (ICAI Registration No. 92692) retire at the conclusion of the forthcoming Annual General meeting and are available for re-appointment. A written certificate & letter has been obtained to this effect that their re-appointment satisfies the criteria provided in section 141 of the Companies Act, 2013 and he is not disqualified for re-appointment. 8. Dividend During the year ended March 31, 2015 your Company's working results were quiet improved on sale as well as profit aspects due to the Management thrust on Cost reduction in all areas of Company's operations, productivity, quality improvement and innovation of new products . Hence keeping in view the aspiration of the shareholders and also in order to strive balance between the aspiration of shareholders and future expansion , yours directors, recommend a dividend of 20% i.e Rs. 2 per Share basis . 9. Director's Responsibility Pursuant to Section 134 (3) (c) & (5) of the Companies Act, 2013, Directors hereby state that :- (a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; (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 at the end of the financial year and of the profit and loss of the company for that period; (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 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; and (e) the directors have laid down internal financial controls in the company that are adequate and are operating effectively. (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively. 10. Credit Rating There is improvement in Credit rating which is mentioned as below: Long Term Rating CRISIL BBB+/Stable (Upgraded from CRISIL BBB/Stable) Short Term Rating CRISIL A2 (Upgraded From CRISIL A3+) 11. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, M/s. Sunil Dhawan & Associates, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure B to this report. The report is self- explanatory and do not call for any further comments. 12. Management's Discussion and Analysis Report Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. 13. Corporate Social Responsibility and Governance Committee In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises Mr. Parmod Kumar Kukkar (Chairman), Mr. Rajeev Setia & Mr. Vijay Setia as other members. Company has framed policy also details are given in Annexure-C. 14. Corporate Governance The Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchange(s) during the year under review. A separate section on Corporate Governance along with certificate from the Auditors confirming the compliance is annexed and forms part of the Annual Report. 15. Dematerialisation of Shares The Company has agreements with both National Securities Depository Ltd and Central Depository Services Ltd. whereby the Shareholders have an option to dematerialise their shares with either of the depositories. The company's shares are traded compulsorily in demat form under ISIN code INE419D01018 and the percentage of demat shares of the Company is 91.64%. 16. Listing With Stock Exchange The Company confirms that it has paid the Annual Listing fee for the year 2015-16 to BSE where the Company's Shares are listed. 17. Pollution Free Environment: - Company's Slogan Company continues its pursuit of free distribution of Neem & Jamun Plants for plantation which helps medical cure and clean environment. The Neem can also be used as bio-pesticide for preventing infestation in food grains. 18. Future Expansion The Future expansion endeavour of the Company is always a going on process specially in the field of Quality improvement and development of new product with lower cost and energy savings The Management of the company understands that it has to improve upon to face the ever changing circumstances and evolvements globally. 19. Vigil Mechanism/Whistle Blower Policy The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company www.maharanirice.in 20. Particulars of contracts or arrangements with related parties Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 has been disclosed in Form No. AOC-2. As Annexure D (Format enclosed). 21. Remuneration Ratio of the Directors / Key Managerial Personnel (KMP) / Employees Statement containing information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, and Companies (Particulars of Employees) Rules, 1975 is annexed as Annexure E. 22. Development and Implementation of a Risk Management Policy The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis. 23. Extract of Annual Return The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-F. 24. Meetings The Board of Director duly met 18 times during the financial year from 01.04.2014 to 31.03.2015. 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. 25. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 :- As per the applicability of Act named The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act , 2013, no such complaint or grievance occurred during the year under review. 26. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 27. Particulars of Employees and Remuneration None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 28. Remuneration Policy The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 29. Transfer to Reserves The Company has transferred Rs. 195.01 Lacs to reserves. 30. Declaration by Independent Directors The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. 31. Particulars of Loan Given, Investment Made, Guarantee Given During the year under review, the Company has not advanced any loans/ given guarantees/ made investments. 32. Material Changes Between the Date of Board Report and End of the Financial Year There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 33. Social Objective Company is not only a Profit Oriented Unit, but also meeting its Commitment & Responsibility towards the society by undertaking the following measures : a) Development of new technique whereby rice could be made Pesticide Residue Free. b) Development of low cost water filters for poor segment of the society. The Company has named the new invention after the name of its Brand as Begum Walter Filter. c) Project for tackling problem of wastewater logging and treatment of sanitary discharge in villages is under process. d) Zero Energy cool chamber development of more cost effective more users friendly cooling system at a very nominal cost. 34. Forfeiture of Shares The Board of directors at their meeting held on 28.08.2015 considered the list of shareholders who have not paid their balance amount of allotment money along with the share premium amount. Company has already given two reminders to all the shareholders & finally on 24.07.2015 Company has given the individual final call money notice alongwith publication in newspapers to all the partly paid shareholders to pay the balance outstanding amount towards allotment and share premium due on their holding on or before 24.08.2015 failing which the shares held by them shall be liable for forfeiture without giving any further notice. Therefore Board of directors at their meeting held on 28.08.2015 decided to forfeit 92200 Shares who have not paid their balance amount of allotment money along with share premium amount. Appreciation The Board of directors thanks company's customers, public, shareholders, bankers and suppliers. The Board also places on record its appreciation of the services rendered by staff at all levels and look forward to their valued co-operation and contribution in meeting the future challenges. For and on behalf of the Board of Directors Chaman Lal Setia Chairman Place: Amritsar Date: 28.08.2015 |