| Dear Members,
The 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.
FINANCIAL RESULTS
The Summery of the financial performance of the Company for the year
ended 31st March, 2015 compared to the previous year is as below:
(Rs. in Lacs)
2014-15 2013-14
1 Turnover 885.99 784.07
2 Other Income 5.86 7.98
3 Total Income 891.85 792.05
4 Profit/(Loss) Before Depreciation,
Interest and Tax (13.9) 17.52
Less/Add : Interest 53.12 49.27
Depreciation 5.65 9.39
5 Profit/(Loss) Before Taxation (72.67) (41.14)
6 Income Tax - -
7 Profit /(Loss) After Taxation (72.67) (41.14)
8 Prior year's Expenses - -
9 Profit/(Loss) for the year (72.67) (41.14)
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 31st 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) i n 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 IMPLEMENTATION 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 EVALUATION
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 sub-section (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.
PARTICULARS OF EMPLOYEES
The information required as per Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personal ) Rules,
1975, in respect of employees of the Company and Directors is furnished
here under.
Sr. Name Designation Remuneration Remuneration
No paid paid
FY 2014-15 FY 2013-14
1 Mr. Naishadbhai Chairman 0 39800
N Patel
2 Mr. Atish N Patel MD 0 36296
3 Miss. Devangi R. *CS 73647 0
Zinzuvadiya
4 Mr. Shantidutt *CFO 1,82,950 0
J Parmar
Sr. Name Increase Ratio/Times
No from median of
previous employee
year remuneration
1 Mr. Naishadbhai N Patel -39800 0
2 Mr. Atish N Patel -36296 0
3 Miss. Devangi R. 73647 0.63
Zinzuvadiya
4 Mr. Shantidutt J Parmar 1,82,950 156
* Appointment of CS & CFO were made in November 2014.
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
Place: Vithal Udyognagar Naishadbhai Patel
Date: 12th August, 2015 Chairman
DIN No. 00082749
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