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M P Agro Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 5.17 Cr. P/BV 0.88 Book Value (Rs.) 10.06
52 Week High/Low (Rs.) 11/5 FV/ML 10/1 P/E(X) 240.54
Bookclosure 26/09/2023 EPS (Rs.) 0.04 Div Yield (%) 0.00
Year End :2019-03 

Directors' Report

To the Members,

The Directors have pleasure in presenting their 43nd Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended on 31st March, 2019.

FINANCIAL RESULTS

Particulars

2018-19

2017-18

Total Revenue

3,440,579

9,682,368

Profit/Loss before Depreciation & Tax

915,288

7,689,450

Depreciations

3055

3055

Profit/Loss before taxation

912,233

7,686,395

Corporate Tax

238,000

430,539

Profit/Loss after Tax

674,233

7,255,856

Balance carried to Balance sheet

674,233

862,134

Basic EPS

0.12

1.25

REVIEW OF OPERATIONS

During the year under review your company has registered profit during the year ended 31st March, 2019, amounted to Rs. 674,233 as compared to Rs. 7,255,856 during the previous year. Looking to the current profit and accumulated losses of past years, your Director has not recommended any dividend for the financial year 2018-2019.

DIVIDEND

Your directors are unable to recommend any dividend for the year ended 31st March, 2019.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to reserve.

MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company between the end of the financial year of the company and the date of this report.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company or Joint Venture Company or Associate Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

ADEQUACY OF INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures. Independent Internal Auditors conduct audit covering a wide

range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by the company.

RISK MANAGEMENT POLICY

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members in the last Annual General Meeting held on September 29, 2018 have appointed Mrs. Saba Sultana Memon, an Independent Director for a period of 5 years i.e. from February 15, 2018 to February 14, 2023 and have re-appointed Mr. Chatur Patel as an Independent Director for second term of five years i.e. from April 1, 2019 to March 31, 2024.

Mrs. Shamim Sheikh retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

BOARD MEETINGS

Six meetings of the Board of Directors were held during the year, viz. on 29th May, 2018, 6th August, 2018, 13th August, 2018, 30th October, 2018, 13th February, 2019 and 8th March, 2019. Agenda papers were circulated to the Directors in advance for each meeting.

EVALUATION OF THE DIRECTORS AND COMMITTEES

The Board has a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc. The suggestions, comments and guidance of all the Directors were Excellent.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. The policy is available on the website of the company www.mpagroindustries.in

COMPLIANCE OF SECRETARIAL STANDARD

As per requirement of provisions of Section 118(10) read with SS9 of Secretarial Standard 1, the Company has complied with the Secretarial Standard applicable to the Company.

AUDIT COMMITTEE

The Audit Committee comprises three members out of which two are Independent Directors. During the Financial year ended 31st March, 2019, the Committee met 4 times on 29th May, 2018, 13th August, 2018, 30th October, 2018 and 13th February, 2019. The composition of the Audit Committee and details of their attendance at the meetings are as follows:

Sr.

No.

Name of the Director

Position

Category

No. of meetings attended

1.

Mr. Chatur C. Patel

Chairman

Independent Director

4

2.

Mr. Yunus Memon

Member

Executive Director

4

4.

Mrs. Saba Sultana Memon

Member

Independent Director

4

The Company Secretary acts as a Secretary to the Committee.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprises of four members who deals with the criteria for determining qualifications, evaluation of performance, whether to extend or continue the term of appointment of the independent director etc.

During the Financial year ended 31st March, 2019, the Committee met two times on 15th May, 2018 and 26th July, 2018. The composition of the Nomination and Remuneration Committee and details of their attendance at the meetings are as follows:

Sr.

No.

Name of the Director

Position

Category

No. of meetings attended

1.

Mr. Chatur C. Patel

Chairman

Independent Director

2

3.

Mrs. Rafiqunnisa Merchant

Member

Non-Executive Director

2

4.

Mrs. Shamim Sheikh

Member

Non-Executive Director

2

5.

Mrs. Saba Sultana Memon

Member

Independent Director

2

Terms of reference:

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under Part D of Schedule II of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 as well as section 178 of the Companies Act, 2013.

Performance evaluation criteria for Independent Directors:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Independent Directors which are as under-

1. Frequency of meetings attended

2. Timeliness of circulating Agenda for meetings and descriptiveness

3. Quality, quantity and timeliness of flow of information to the Board

4. Promptness with which Minutes of the meetings are drawn and circulated

5. Opportunity to discuss matters of critical importance, before decisions are made

6. Familiarity with the objects, operations and other functions of the company

7. Importance given to Internal Audit Reports, Management responses and steps towards improvement

8. Avoidance of conflict of interest

9. Exercise of fiscal oversight and monitoring financial performance

10. Level of monitoring of Corporate Governance Regulations and compliance

11. Adherence to Code of Conduct and Business ethics by directors individually and collectively

12. Monitoring of Regulatory compliances and risk assessment

13. Review of Internal Control Systems

14. Performance of the Chairperson of the company including leadership qualities.

15. Performance of the Whole time Director

16. Overall performance of the Board/ Committees.

STAKEHOLDER RELATIONSHIP AND GRIEVANCE COMMITTEE

The Stakeholder Relationship Committee deals with the matters relating to shareholders' and investors' grievances. Mrs. Rafiqunnisa Merchant, Non-Executive Director was the Chairman of the Committee.

During the Financial year ended 31st March, 2019, the Committee met one time on 15th May, 2018. The composition of the Stakeholder Relationship and Grievance Committee and details of their attendance at the meetings are as follows:

Sr.

No.

Name of the Director

Position

Category

No. of meetings attended

1.

Mrs. Rafiqunnisa Merchant

Chairman

Non-Executive

Director

1

2.

Mrs. Shamim Sheikh

Member

Non-Executive

Director

1

3.

Mr. Yunus R. Memon

Member

Executive Director

1

3.

Mr. Chatur Patel*

Member

Independent Director

--

*Appointed as member of the Committee effective from March 8, 2019.

No. of investors' complaints received by the RTA/ Company during the year: NIL No. of complaints not solved to the satisfaction of shareholders during the year: NIL No. of complaints pending as at 31st March, 2019: NIL Prohibition of Insider Trading:

Comprehensive guidelines advising and cautioning the management, staff and other relevant business associates on the procedure to be followed while dealing with the securities of the company have been issued and implemented.

CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and members of the Senior Management of the Company and they have affirmed their compliance with the code of conduct as approved and adopted by the Board of Directors. The Code of Conduct is available on the Company's website www.mpagroindustries.in

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure 'III', which is annexed herewith.

LOANS, GUARANTEES OR INVESTMENT

Details of investment made and loans advances by the Company have been given in notes to Financial Statement. The Company has not given any guarantee pursuant to the provision of Section 186 of Companies Act, 2013.

FIXED DEPOSIT

There are no outstanding deposits remaining unpaid as on 31st March, 2019. The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and rules made there under.

RELATED PARTY TRANSACTIONS

All related party transactions are in the ordinary course of business and at arm's length basis, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review.

ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Form MGT-9 in Annexure "I" of this Report. Moreover, your Company has complied with the requirements of the applicable provisions of the Companies Amendments Act, 2017 and related Rules during the FY 18-19.

In accordance with Sec 134 (3) (a) of the said Act, amended provision, the provisional Annual Return in the prescribed format has also been made available on the website of the Company at www.mpagroindustruris.in /Investor relation/ 43rd Annual Return (path).

AUDITORS

At the 42nd Annual General Meeting held on September 29, 2018, the shareholders had approved the appointment of M/s. Parikh Shah Chotalia & Associates, Chartered Accountants (ICAI Firm Registration No.118493W) as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 42nd Annual General Meeting until the conclusion of the 47th Annual General Meeting to be held in the year 2023, subject to ratification by the shareholders every year, if so required under law. Pursuant to the recent amendment to Section 139 of the Act effective May 7, 2018, ratification by Shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment.

M/s. Parikh Shah Chotalia & Associates, has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company for the FY 2019-20. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors' Report for FY 2018-19 on the financial statement of the Company forms part of this Annual Report.

The Statutory Auditors' report on the financial statements for FY 2018-19 does not contain any qualifications, reservations or adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. J. J. Gandhi & Co., Company Secretaries, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2018-2019. The Secretarial Audit Report is annexed herewith marked as Annexure "II" to this Report.

The Board has duly reviewed the Secretarial Audit Report and the observations and comments, appearing in the report are self explanatory.

Clarifications on comments by Secretarial Auditor

S The Company publishes advertisement in Hindi language newspaper and will also take proper care in future to comply with the requirements of giving advertisements in English newspaper too for the intimation of date of Board Meeting and unaudited Financial Results of the company. Further from current year i.e. from 1st April, 2019 Company has started to publish the same in both English and regional language.

S The Company has effectively converted shares of all Promoters from physical to Dematerialization form except shares of three promoters who are expired. The Company has taken exemption from the Stock Exchange, from compliance with the provisions of Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 the Company has established a vigil mechanism for directors and employees to report genuine concerns to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The said mechanism is available to all the employees of the Company and operating effectively. During the year, the Company has not received any complaint through such mechanism. A copy of the said policy is available on the website of the Company at the following path: http://www.mpagroindustries.in/code-of-conduct.html.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

CORPORATE SOCIAL RESPONSIBILITY

Good governance demands adherence to social responsibility coupled with creation of value in the larger interest of the general public. We are committed to continuously improving our performance in the areas of environmental protection, health and safety as well as to the principles of sustainable development and responsible care. We continue to contribute to society by appropriate means. We aim to enhance the quality of life of the community in general and have a strong sense of social responsibility.

The Company has not constituted a Corporate Social Responsibility Committee since the Company does not meet with any of the three conditions prescribed in Section 135 of the Companies Act, 2013 and the Rules made there under for constitution of a Corporate Social Responsibility Committee.

LISTING OF SHARES

The equity shares of your Company are listed with the BSE Ltd. (Bombay Stock Exchange), Mumbai. DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.

CORPORATE GOVERNANCE

Pursuant to Regulation 15 of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance as specified in regulation 27 and Schedule V para C, D, and E does not apply to our Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) and schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed herewith marked as Annexure "VI" to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. A copy of the said policy is available on the website of the Company at the following path: http://www.mpagroindustries.in/code-of-conduct.html.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of subsection (5) of Section 134 of the Companies Act, 2013, your 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 accounting policies had been selected and applied 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 on 31st March 2018 and of profit and loss of the Company for that period;

c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company ad for preventing and detecting fraud and other irregularities;

d) The annual accounts had been prepared on a going concern basis;

e) Internal financial controls, to follow by the Company are duly laid down and these 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.

ACKNOWLEDGEMENT

Your Directors acknowledge the continued co-operation and assistance received from the state and central government authorities and company's bankers, customers, vendors, investors and all other stake holders during the year. Your Directors express their sincere appreciation and gratitude for the whole hearted contribution made by employees at all level who through their capability and hard work have enable your company attain good performance during these difficult times and look forward to their support in future as well.

For and on behalf of the Board of Directors

M. P. Agro Industries Ltd.

Sd/-

Place: Vadodara Shamim Sheikh

Date: 17th June, 2019 Chairperson of the Board


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