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Gujarat Ambuja Exports Limited
The Directors have pleasure in presenting the 27th Annual Report of the Company together with the Standalone Audited Financial Statements for the year ended 31st March, 2018.
Pursuant to notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“IND AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time) with effect from 1st April, 2016 and the accounts are prepared under IND AS.
The summary of the financial results for the year and appropriation of divisible profits is given below:
(Rs. in crores)
Net Revenue from Operations & Other Income (Including Exports - FOB Value)
Profit Before Interest, Depreciation & Taxes
a. Finance Costs
b. Depreciation & Amortization Expenses
c. Provision For Taxation (including Deferred Tax)
Net Profit for the Year
Other Comprehensive Income and other adjustments
Total Comprehensive Income for the year
Earnings Per Share (Face Value of Rs.2 each)- Basic & Diluted
Note: Previous year’s figures have been regrouped / reclassified wherever necessary in conformity with Indian Accounting Standards (IND AS) to correspond with the current year’s classification / disclosure and may not be comparable with the figures reported earlier.
The Company has a consistent track record of dividend payment. Based on Company’s performance, the Board of Directors, at its meeting held on 19th May, 2018 recommended final dividend of Rs.0.90 (45%) per equity share of Rs.2/- each for the financial year 2017-18 amounting to Rs.10.32 crores, subject to the approval of Members at the ensuing Annual General Meeting of the Company. The Corporate Dividend Tax, on such dividend if approved by the Members, will be Rs.2.12 crores (previous year Rs.1.87 crores).
BUSINESS OPERATIONS/ STATE OF THE COMPANY’S AFFAIRS
a. Operational Performance
The Company recorded operational revenue of Rs.3376.63 crores as compared to Rs.3381.87 crores during the previous financial year. The various profit parameters have significant growth during the year. The Company achieved EBIDTA margin of 9.67% in F.Y. 2017-18 against the same at the level of 8.68% in F.Y. 2016-17.
Export Sales for the F.Y. 2017-18 was Rs.592.47 crores as compared to Rs.259 crores for the F.Y. 2016-17 mainly due to availability of more remunerative prices in export market. The Company achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of Rs.326.39 crores for the F.Y. 2017-18 against that of Rs.293.58 crores for the F.Y. 2016-17.
The cash profit before tax, profit after tax and earnings per share for the year remained at Rs.308.45 crores, Rs.179.88 crores and Rs.15.69 per share respectively.
b. Capital Projects for the year 2017-18
The Company has commenced the commercial operations of first phase of its 1000 MT per day green field Maize processing plant at Chalisgaon, Jalgaon District, Maharashtra. This marks the completion of its first phase comprising of starch and liquid glucose manufacturing facility put up at an estimated cost of Rs.260 crores. With this additional facility, the installed capacity for maize grinding has reached to 3000 MT per day which is the highest capacity in the country. Commencement of commercial production at the unit is one more step in the direction of establishing PAN India presence of the Company in the promising maize processing sector through which the Company will achieve highest market share in the sector. The second phase of the project to manufacture value added derivative products shall further enhance the market share in the sector along with adding more products into the product portfolio of the Company, once the same is completed. India has abundant crop of maize every year and considering the ever increasing demand of starch and its derivatives by various consuming industries like Paper, Textiles, Food, Pharma, Animal Feed etc., India has a long way to go for enlarging the market size.
There was no change in the issued and subscribed capital of the Company. The paid-up Equity Share Capital of the Company as on 31st March, 2018 at Rs.22,93,35,330 divided into 11,46,67,665 equity shares of Rs.2/- each.
During the year under review, the Company has not issued shares with differential voting rights or granted stock options or issued sweat equity.
TRANSFER TO RESERVE
The Company has not transferred any amount to the General Reserve for the financial year ended 31st March, 2018.
a. Corporate Governance
The Company makes due compliance of Corporate Governance guidelines and requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the Listing Regulations). In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance of Corporate Governance requirements is annexed as Annexure-A to this report.
b. Management Discussion and Analysis
A statement on management discussion and analysis with detailed highlights of performance of different divisions/ segments of the Company is annexed as Annexure-B to this report.
The Company does not have any subsidiary company as on 31st March, 2018. Hence, requirement of consolidated financial statement is not applicable to the Company.
Further pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is not required to be attached.
FINANCE AND INSURANCE
a. Working Capital
The working capital requirements of the Company during the year have been in line with the standard trends of previous financial years. The utilization of limits has picked up in second half largely due to better business opportunity. We had previous year Import payments due in first quarter of current F.Y. 2017-18, that lead to increase in utilization of Non-Fund Based facilities during First Quarter.
During the F.Y. 2017-18, the Company has also placed Commercial Paper (“CP”) of Rs.300 crores. All the CPs were redeemed during the year. The better rating of CP by CARE has helped the Company to place CP at decent pricing. The Company also has received fresh sanction of Rs.173 crores from ICICI Bank Limited on unsecured terms, earlier which was Rs.50 crores. Herewith the Company is exploring the opportunity to induct ICICI Bank Limited into the current Consortium Arrangement of the Company. The Company has surrendered the unsecured exposure of Rs.60 crores enjoying from CITI Bank during current F.Y. 2017-18.
The Company has decent rating of A with stable outlook for short term working capital facilities including the unsecured limits for ICICI Bank Limited from CRISIL as per the applicable regulatory norms.
b. Term Loans
During the F.Y. 2017-18, the Company has not availed any fresh term loan. The Company is regular in making repayment of term loan installments to HDFC Bank Limited. The term loan is reaffirmed rating of A from CARE as per regulatory norms.
All assets and insurable interests of the Company, including building, plant & machineries, stocks, stores and spares have been adequately insured against various risks and perils. The Company has also taken Director’s and Officer’s Liability Policy to provide coverage against the liabilities arising on them.
During the period under report, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
RE-CLASSIFICATION OF PROMOTER GROUP
During the year under review, reclassification of status from “Promoter Group Category” to “Public Category” was done for Shri Mohit Gupta on the basis of such request received from him by the Company. Accordingly, the request for such reclassification was approved and the Company had made necessary applications to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) under Regulation 31A of Listing Regulations for such reclassification. Further, NSE and BSE vide letters dated 22nd August, 2017 and 28th August, 2017 respectively had granted approval for such reclassification from “Promoter Group Category” to “Public Category” under Regulation 31A of Listing Regulations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Manish Gupta, Managing Director of the Company is liable to retire by rotation and being eligible, has offered himself for re-appointment.
The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 3rd February, 2018 have recommended and approved the re-appointment of Shri Vijaykumar Gupta (DIN: 00028173) as Chairman & Managing Director of the Company for a period of 5 years w.e.f. 1st April, 2018 in terms of the provisions of the Companies Act, 2013. Further, considering the unexpected demise of Shri Vijaykumar Gupta, Founder Promoter and Chairman & Managing Director of the Company, on 23rd May, 2018, the revised term of re-appointment of Shri Vijaykumar Gupta as Chairman & Managing Director of the Company shall be for a period w.e.f. 1st April, 2018 upto 23rd May, 2018, subject to approval of Members at this Annual General Meeting of the Company.
The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 3rd February, 2018 have recommended and approved the re-appointment of Shri Manish Gupta (DIN: 00028196) as Managing Director of the Company for a period of 5 years w.e.f. 28th December, 2018 in terms of the provisions of the Companies Act, 2013, subject to approval of Members at this ensuing Annual General Meeting of the Company and all other statutory approvals. Further, considering the unexpected demise of Shri Vijaykumar Gupta, Chairman & Managing Director of the Company on 23rd May, 2018, the Nomination and Remuneration Committee recommended on 12th June, 2018 and the Board of Directors approved on 16th June, 2018, the re-designation of Shri Manish Gupta from “Managing Director” to “Chairman & Managing Director” of the Company on the same terms and conditions including remuneration as approved earlier by the Nomination and Remuneration Committee and Board of Directors at their respective meetings held on 3rd February, 2018 and subject to approval of Members at this Annual General Meeting of the Company.
Further, the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 19th May, 2018, have recommended and approved the re-appointment of Shri Rohit Patel, whose first term as Independent Director of the Company will be expiring on 31st March, 2019 and proposed to be re-appointed as Independent Director for a second consecutive term period of 2 (two) years w.e.f. 1st April, 2019 upto 31st March, 2021, subject to approval of Members at this ensuing Annual General Meeting of the Company.
Further, the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 19th May, 2018, have recommended and approved the re-appointment of Shri Sudhin Choksey, whose first term as Independent Director of the Company will be expiring on 31st March, 2019 and proposed to be re-appointed as Independent Director for a second consecutive term period of 5 (five) years w.e.f. 1st April, 2019 upto 31st March, 2024, subject to approval of Members at this ensuing Annual General Meeting of the Company.
Due notices under Section 160 of the Companies Act, 2013 have been received from members of the Company proposing the re-appointment of Shri Rohit Patel and Shri Sudhin Choksey as Independent Directors of the Company at this Annual General Meeting.
Brief resume, nature of expertise, details of directorships held in other companies of the above Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the Annual General Meeting.
All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.
Key Managerial Personnel:
Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:
1. Shri Vijaykumar Gupta: Chairman & Managing Director;
2. Shri Manish Gupta: Managing Director;
3. Shri Sandeep Agrawal: Whole-Time Director;
4. Shri Dinesh Shah: Chief Financial Officer;
5. Ms. Chetna Dharajiya: Company Secretary.
During the year under review, Shri Mohit Gupta has resigned from the position of Director as well as from the designation of Joint Managing Director (Key Managerial Personnel) of the Company w.e.f. close of business hours of 31st May, 2017. The Board of Directors at their Meeting held on 13th May, 2017, placed on record their appreciation of the valuable services and guidance rendered by Shri Mohit Gupta during his tenure.
After the balance sheet date:
Your Directors expresses their profound grief on the sad demise of Shri Vijaykumar Gupta, the beloved Founder Promoter and Chairman & Managing Director of the Company, on 23rd May, 2018 and pay glowing tributes to his vision and entrepreneurial spirit and for the immense contribution made by him for the establishment and growth of the Company. Shri Vijaykumar Gupta, a man far ahead of his times, epitomised the dauntless entrepreneurial spirit. Apart from his business interest he was deeply involved with the community focused activities which have been useful to a large number of beneficiaries. Your Directors pay their respectful homage and tribute to this extraordinary human being, a great leader and an iconic industrialist.
DIRECTORS’ RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013 (Act), in relation to financial statements of the Company for the year ended 31st March, 2018, the Board of Directors states that:
a. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
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 as at 31st March, 2018 and of the profit of the Company for the year ended 31st March, 2018;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts/financial statements have been prepared on a ‘going concern’ basis;
e. proper internal financial controls are in place and are operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as Annexure-C to this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS’ REPORT
There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors’ Report affecting the financial position of the Company.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements. RELATED PARTY TRANSACTIONS
During the F.Y. 2017-18, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.
All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No. 41 to the Standalone Financial Statements forming part of this Annual Report.
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-D to this report.
a. Statutory Auditors and Auditor’s Report
As per the provisions of Sections 139, 142 and all other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force), at the 26th Annual General Meeting of the Company held on 9th September, 2017, the Members of the Company had appointed M/s. Arpit Patel & Associates, Chartered Accountants (Firm Registration No. 144032W), as Statutory Auditors of the Company to hold the office for a term of 5 (five) years from the conclusion of 26th (twenty sixth) Annual General Meeting till the conclusion of the 31st (thirty first) Annual General Meeting to be held in the year 2022.
Further the Ministry of Corporate Affairs (MCA) vide notification dated 7th May, 2018 has done away with the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting, as per the first proviso of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Amendment Rules, 2018. Accordingly, the Company is not required to pass any resolution pertaining to ratification of the appointment of Statutory Auditors in the Annual General Meeting.
The Statutory Auditors’ report does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications/ comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.
b. Cost Auditors
The Company had appointed M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as Cost Auditors of the Company for audit of cost accounting records of its activities for the F.Y. 2017-18. Pursuant to Section 148 of the Companies Act, 2013 read with the Rules issued thereunder, (including any statutory modification(s) or re-enactment thereof, for the time being in force) as amended from time to time, the Board of Directors of the Company, on the recommendations made by the Audit Committee, at its meeting held on 3rd February, 2018 has approved the appointment of M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as the Cost Auditor of the Company to conduct the audit of cost records for the F.Y. 2018-19. The remuneration proposed to be paid to the Cost Auditors, subject to ratification of members at the ensuing 27th Annual General Meeting, would not exceed Rs.2,20,000/- (Rupees Two Lacs Twenty Thousand only) excluding taxes and out of pocket expenses, if any.
The Company has received certificate from the Cost Auditors for eligibility u/s 141(3)(g) of the Companies Act, 2013 for appointment as Cost Auditors and his/its independence and arm’s length relationship with the Company.
c. Secretarial Auditors
Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Shri Niraj Trivedi, Practicing Company Secretary, Vadodara as Secretarial Auditors of the Company for the F.Y. 2017-18 to conduct Secretarial Audit and Company was furnished Secretarial Audit Report in Form MR-3 by him. The Secretarial Audit Report is annexed herewith as Annexure-E to this report. The Secretarial Auditors’ report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted Vigil Mechanism/Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company at its meetings held on 26th July, 2014. The said policy provides a formal mechanism for all employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company’s Code of Conduct and Business Ethics. Under the Policy, each employee of the Company has an assured access to the Chairman of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
With core business interest of the Company in agro-processing and its exports, the Company plays an important role in strengthening the fabric of society by generating employment and business opportunities. The Company is committed to conduct its business in a socially responsible, ethical and environment friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. We believe that the sustainable development of our businesses is dependent on sustainable, long lasting and mutually beneficial relationships with our stakeholders, especially the communities we work with. The Company has framed a policy for the Corporate Social Responsibility laying down the guidelines for sustainable development of the society. During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including Environmental sustainability, reduced waste generation, tree plantation, contribution towards the Swachh Bharat Abhiyan, improved waste management, implementing environmental plan through power generation etc. The Company also developed comprehensive plan for carrying out activities focusing on promoting education, health care including preventive health care programmes to eradicate hunger, poverty & malnutrition. The Company also developed comprehensive plan for carrying out employment and employability through skill development and training, upliftment of rural and backward area through Rural Development Projects and also supporting various community development projects in locations, where the Company operates.
The Board of Directors at its meeting held on 24th May, 2014 has approved and adopted the Corporate Social Responsibility Policy of the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, based on the recommendations of the CSR Committee. The initiatives undertaken by the Company during the F.Y. 2017-18 in Corporate Social Responsibility activities have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure-F to this report.
MEETINGS OF THE BOARD
4 (Four) meetings of the Board of Directors were held during the F.Y. 2017-18. The details of the meetings of the Board/ Committees of the Board, are given in the Report on Corporate Governance, which forms part of this report.
During the F.Y. 2017-18, the Committee consisted of Independent Directors of the Company viz. Shri Sudhin Choksey (Chairman), Shri Rohit Patel and Shri Rashmikant Joshi, Members of the Audit Committee. As per Section 177(8) of the Companies Act, 2013, as amended from time to time, the Board has accepted all the recommendations of the Audit Committee during the F.Y. 2017-18. RISK MANAGEMENT
The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. As per Regulation 21 of the Listing Regulations, the Company has voluntarily constituted a Risk Management Committee to oversee the risk management efforts in the Company which currently constitutes of Shri Manish Gupta, Managing Director, as the Chairman of the Committee and other Members being Shri Sandeep Agrawal, Whole-Time Director, the Chief Financial Officer and the Company Secretary of the Company. The Committee reports to the Board of Directors of the Company. At plants/units level, Internal Committees have been formed, headed by plants/units heads of respective plants/units and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Regulation 19 of the Listing Regulations, the Board of Directors at its meeting held on 30th July, 2016 revised and adopted the Nomination and Remuneration Policy of the Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the Policy on appointment and remuneration of Directors and other matters is displayed on the website of the Company (URL: http://www.ambujagroup.com/wp-content/uploads/2018/05/NominationandRemunerationPolicy-2.pdf ) and is also set out in Annexure-G to this report.
The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors/employees of the Company is set out in Annexure-H to this report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and Non-Executive Directors of the Company as per Section 178 of the Companies Act, 2013, as amended from time to time, and as per Regulation 19 of the Listing Regulations. The criteria was set based on various attributes, inter alia, profile, experience, contribution, dedication, knowledge, sharing of information with the Board, regularity of attendance, aptitude & effectiveness, preparedness & participation, team work, decision making process, their roles, rights, responsibilities in the Company, monitoring & managing potential conflict of interest of management, providing fair and constructive feedback & strategic guidance and contribution of each Director to the growth of the Company.
The Company has devised the Board’s Performance Evaluation Policy document along with performance evaluation criteria/ form for Independent and Non-Independent Directors of the Company and criteria for evaluation of Board’s/Committee’s performance along with remarks and suggestions. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
Separate meeting of Independent Directors of the Company was held on 3rd February, 2018 and it reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.
The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited. The annual listing fees for the F.Y. 2018-19 has been paid to these Stock Exchanges.
INTERNAL COMPLAINTS COMMITTEE
The Board of Directors of the Company at its meeting held on 30th January, 2016, has approved and revised the Policy for Prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended from time to time). As per the provisions of the said Act, the Company has constituted Committees in the name of “Internal Complaints Committee” for the Registered Office & Units of the Company. During the F.Y. 2017-18, there was no case filed under the said Act.
DECLARATION OF INDEPENDENCE
The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company.
EXTRACTS OF ANNUAL RETURN
As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the extracts of Annual Return in Form No. MGT-9 is annexed herewith as Annexure-I to this report. INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW
The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, the Internal Auditor of the Company were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as required under the Companies Act, 2013. Compliance with all laws applicable to the Company was checked by the Internal Auditor and no non-compliance with laws applicable to the Company was reported to the Company.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.
HEALTH, SAFETY AND ENVIRONMENT
The safety excellence journey is a continuing process of the Company. The safety of the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in, is an integral part of business. Structured monitoring & review and a system of positive compliance reporting are in place. There is a strong focus on safety with adequate thrust on employees’ safety. The Company is implementing programmes to eliminate fatalities and injuries at work place. Quarterly reports on health, safety and environment from each plants/units of the Company are received by the Company and the same are placed before the Board of Directors for their review.
The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees. Each and every safety incidents at plants/units, if any, are recorded and investigated.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Human Resources are vital and most valuable assets for the Company. They play a significant role in your Company’s growth strategy. Your Company emphasizes on talent nurturing, retention and engaging in a cordial, amicable and constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. Your Directors also value the professionalism and commitment of all employees of the Company and place on record their appreciation and acknowledgement of the efforts, dedication and contribution made by employees at all levels that has contributed to Company’s success and remain in the forefront of Agro based Industry business. Your Directors wish to place on record the co-operation received from all the valuable employees, staff and workers at all levels and at all plants/units.
ENHANCING SHAREHOLDERS VALUE
The Company accords top priority for creating and enhancing shareholders value. All the Company’s operations are guided and aligned towards maximizing shareholders value.
APPRECIATION & ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere thanks to the Shareholders & Investors of the Company for the trust reposed on us over the past several years. Your Directors are highly grateful for all the guidance, support, assistance and co-operation received from the Banks, Departments of Central Government & State Governments, other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the Executives, Staff and Workers that the Company continues to be a significant and leading player under agro-processed products Industry.
For and on behalf of the Board of Directors
Place : Ahmedabad Manish Gupta Sandeep Agrawal
Date : 19th May, 2018 Managing Director Whole-Time Director
(DIN: 00028196) (DIN: 00027244)