| Dear Members,
The Directors have pleasure in submitting their Annual Report of the
Company together with the Audited Statements of Accounts for the year
ended 31st March, 2015
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along
with previous year's figures are given hereunder:
(Amount in INR)
Particulars As on 31st As on 31st
March, 2015 March, 2014
Gross Income 445.66 88.62
Total Expenditure 438.59 84.90
Profit Before Tax 7.07 3.71
Provision for Taxes / Deferred Tax 2.26 1.07
Net Profit 4.81 2.64
Loss brought forward from previous year - -
Amount available for appropriations 4.81 2.64
Appropriations
Transfer to General Reserve - -
Balance carried forward to next year 4.81 2.64
2. OPERATIONAL HIGHLIGHTS;
During the last year under review your Company recorded revenues of Rs
445.66 Lakhs as against previous year's revenues of Rs.88.62 lakhs
depicting a growth rate of 500% and earned Profit before tax (PBT) of
Rs.7.07Lakhs Your directors are sincerely putting their efforts to
rollout suitable growth strategies and initiate right measures for
putting the company on right track.
3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY
No changes in the nature of business has occurred affecting the
business of the Company during the period under review
5. DIVIDEND
No Dividend was declared for the current financial year due to
conservation of Profits.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
Since there was no unpaid/unclaimed Dividend declared and paid last
year, the provisions of Section 125 of the Companies Act, 2013 do not
apply.
7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
U/S 173(1)
During the year Six Board Meetings were convened and held. The
intervening gap between the Meetings was in compliance with the
Companies Act, 2013. The Details of such Board Meetings are hereunder:
Sl. Date of Board meeting Board strength No. of directors
No. present
1 29 May 2014 6 5
2 14 Aug 2014 6 5
3 30 Aug 2014 6 5
4 14 Nov 2014 7 6
5 04 Dec 2014 7 6
6 14 Feb 2015 7 6
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board consists of Mr. Nerella Venkata Rama Mohan Rao as Managing
Director, and Mrs. Leena N Parekh, Mr. Rakesh Kumar Jain, Mr. Venkata
Raghunadh Nerella, Mr. Obul reddy Puppala, Mr. Muppavarapu Chowdary,
and Mr. Veera Venkata Satyanarayana Aakana acting as directors of the
Company.
The Company had on the recommendation of the Board of Directors
appointed Mr. M Chowdary and Mr. VV Satyanarayana A as an Independent
Directors with effect from 30.9.2014.
During the period under review, Mr. Nerella Venkata Rama Mohan Rao
retires by rotation at the forth coming Annual General Meeting and
being eligible offer themselves for reappointment.
Your Company has appointed Mr. Nerella Venkata Rama Mohan Rao and Mr.
Venkata Raghunadh Nerella as a Key Managerial Personnel.
According to Section 204 of the Companies Act 2013 read with rule no. 8
of the Companies (Appointment and Remuneration of Managerial Personal)
Rules 2014, your company is required to appoint a full time company
secretary.
The Board of directors of your company has made all efforts to appoint
a full time company secretary. However, due to scarcity of qualified
Company Secretaries, the Company was not able to appoint a full time
company secretary. Your directors are making efforts to recruit a
company secretary.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
10. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure - 1 and is attached to this
Report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company is engaged in the agriculture seeds trading sector and
therefore conservation of energy, technology absorption etc. is nil.
Since the Company has not done any Manufacturing operations during the
year under review. However, the Company follows a practice of purchase
and use of energy efficient electrical and electronic equipment and
gadgets in its operations.
There was no foreign exchange inflow or outflow during the year under
review.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Board formulated a Risk Management Policy on the recommendations of
the Audit Committee of the Board of Directors. The Policy provides for
review of the operations of the organization, identification of
potential threats to the organization, estimating the likelihood of
their occurrence and then taking appropriate action to address the most
likely threats. The Policy also provides for periodical placement of
such a report before the Board for its review and to ensure that
management controls risk through means of a properly defined frame work
In the opinion of the Board, risk of fluctuations in raw material
prices and changes in Government Policies are the elements of risk that
may threaten the existence of the Company.
14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not incurred any expenditure on Corporate Social
Responsibility during 2014-15 as the provisions of Section 135 of the
Companies Act 2013 are not applicable.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions that were entered into during the financial year were
on arm's length basis and were in the ordinary course of the business.
There are no materially significant related party transactions made by
the company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of
the company at large.
16. DECLARATION OF INDEPENDENT DIRECTORS
All independent directors have given declarations that they meet the
criteria of independence as laid down under section 149(7) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
17. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
According to the provisions of Section 177 of the Companies Act, 2013
read with Rule 6 and 7 of the Companies (Meetings of the Board and its
Powers) Rules, 2013 Board of Directors of your company constituted
Audit Committee comprises of three Directors as members. Two-thirds of
the members of audit committee are Independent directors.
All members of audit committee have the ability to read and understand
basic financial statements i.e. balance sheet, profit and loss account,
and statement of cash flows, and one member have accounting or related
financial management expertise. The Chairman of the Audit Committee is
an independent director.
The Audit Committee met Four times during the year. Further details
relating to Audit Committee are dealt with in Corporate Governance
Report forming part of this report.
19. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:-
(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 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 had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
20. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and specified employees in the
course of day to day business operations of the company. The Company
believes in "Zero Tolerance" against bribery, corruption and unethical
dealings / behaviour in any form and the Board has laid down certain
directives to counter such acts. Such code of conduct has also been
placed on the Company's website.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting
structure. All the Board Members and the Senior Management personnel
have confirmed compliance with the Code.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism Policy to deal with instances of
fraud and mismanagement, if any. Staying true to our core values of
Strength, Performance and Passion and in line with our vision of being
one of the most respected companies in India, the Company is committed
to the high standards of Corporate Governance and stakeholder
responsibility. The said Policy ensures that strict confidentiality is
maintained in respect of whistle blowers whilst dealing with concerns
and also specified that no discrimination will be meted out to any
person for a genuinely raised concern.
22. SECRETARIAL AUDIT REPORT
M/s. Manjula & Associates, Company Secretaries, Hyderabad, bearing M.No
31661 and C.P. No. 13279, were appointed as Auditors for secretarial
audit for the year 2014- 15 under Sec. 204 of the Companies Act, 2013
and they have submitted their report.
23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS
There were no qualifications, reservations or adverse remarks made by
the Auditors in their report.
24. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Nomination and Remuneration Committee comprises three members and
two of them are Independent non executive Directors.
The Managing Director attended the meetings to answer the queries
raised by the Committee members.
* Terms of reference in brief as specified by the Board of Directors
* To identify persons who are qualified to become Director and who may
be appointed in Senior Management in accordance with the criteria laid
down and recommend to the Board for their appointment and removal and
to evaluate performance of each director.
* To formulate criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board a
policy relating to the remuneration for the Directors, Key Managerial
Personnel and other employees.
Remuneration Policy:
* To ensure level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully.
* To ensure relationship of remuneration to performance is clear and
meets appropriate performance benchmarks
To ensure remuneration to Directors, Key Managerial Personnel and
Senior Management involves a balance between fixed and incentive pay
reflecting short and long term performance objectives appropriate to
the working of the Company and its goals.
25. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
26. STATUTORY AUDITORS
M/s. Mudili Vijaya Krishna & Associates, Chartered Accountants,
Vijayawada were appointed as Statutory Auditors for a period of five
years in the previous Annual General Meeting held on 30th September,
2014. Their continuance of appointment and payment of remuneration are
to be confirmed and approved in the ensuing Annual General Meeting.
The Company has received a certificate from the above Auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
27. SHARES
a) Buy Back Of Securities
Your Company has not bought back any of its securities during the year
under review.
b) Sweat Equity
Your Company has not issued any Sweat Equity Shares during the year
under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
Your Company has not provided any Stock Option Scheme to the employees.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSED) ACT, 2013
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
29. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operation in future.
30. STATEMENT ON EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Company is having Nomination and Remuneration Policy formulated by
Nomination and Remuneration Committee and approved by the Board of
Directors under Section 178 of the Companies Act, 2013. The Policy
contains criteria for evaluation of the Board of its own performance
during the year and that of its Committees and Individual Directors.
In accordance with the criteria for evaluation contained in the policy
of the Company the Board of Directors carried out evaluation of its own
performance during the year and that of its four Committees - Audit
Committee, Corporate Social Responsibility Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. The
performance evaluation of the Individual Directors was also carried out
as per the evaluation criteria contained in the policy. The Board took
the same on record at the Board Meeting held on 25th May 2015.
31. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
consultants and various Government Authorities, particularly, the
Reserve Bank of India for their continued support extended to your
Company's activities during the year under review. Your Directors also
acknowledges gratefully the holding company for its support and
confidence reposed on your Company.
By Order of the Board
For Omega AG Seeds (Punjab) Limited
Sd/-
Place : Hyderabad [N.V.R. MOHAN RAO]
Date : 29th August , 2015 Managing Director
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