REPORT OF DIRECTORS OF PANCHSHEEL ORGANICS LTD FOR THE YEAR ENDED 31ST MARCH 2015. Your Directors take pleasure in presenting the twenty sixth Annual Report together with the audited Balance Sheet as at 31 March 2015 and the Statement of Profit & Loss for the year ended 31st March 2015. PERFORMANCE During the year under review your Company’s turnover of Rs. 3,580 Lacs compared to Rs. 3,917 Lacs in the Previous fiscal year 2013-2014, registering an decrease of 8.60 % The Turnover of the Company for the year under review showed a consistent growth. DIVIDEND Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 5% per equity share ( Rs. 050 per equity share) for the financial year ended March. 2015. The Dividend will be paid in compliance with the applicable regulations. The dividend will be paid to the members whose names appears in the Register of Members as on 24th September,2015 in respect of shares held in dematerialized form it will be paid to the members whose names are furnished by National Securities Depository limited and Central Depository Services ( India) Ltd as beneficial owners as on that date. REVIEW OF OPERATIONS & FUTURE PROSPECTS The Turnover of the Company for the year under review showed a decrease of 8.60% over the corresponding previous year. DIRECTORS Your company has 6 Directors consisting of 3 Independent directors, 3 (Three) Executive Directors including Managing Director as on March 31,2015. In accordance with the Articles of association of the Company and In terms of section 152 of the Companies Act, 2013 Mr. Rajesh Abhaychand Turakhia the Directors of the Company retire by rotation and being eligible, offer them for re-appointment. AUDITORS M/s. V. R shah & Associates Chartered Accountants the Statutory Auditors of the Company retire at the ensuring Annual General Meeting eligible for the re-appointment as Auditors of the company to hold the office from the date of 26 the annual General Meeting until the conclusion of the 28th Annual General Meeting. The Directors recommend reappointing M/s. V.R. Shah & Associates., as Auditors of he Company. AUDITORS’REPORT Information and explanations on items contained in the Auditors Report which might be considered to be “ Reservations, Qualifications or adverse Remarks: is given below: COST AUDITOR The Board of Directors of Company has upon recommendations of the Audit committee appointed jitendrakumar Yadav & Associates., Cost Accountant as Cost Auditors for conducting an audit of Cost Accounting Records maintained by the company for the Financial year 2015-16. As required under the provisions of section 139 of the Companies Act. 2013 and as per Rule 14 of Companies (Audit and Auditors) rules 2014 with the prior approval of central Government the Company has obtained & a written confirmation from CMA Jitendrakumar Yadav& Associates, to the effect that they are eligible for appointment as Cost Auditors under section 139 of the Companies Act, 2013. The Audit committee has also received a certificate from the Cost Auditor certifying their independence and arm’s length relationship with the company. The cost Auditors shall forward their report to the central government Ministry of Corporate Affairs, New Delhi for the Financial Year 2015-16 within the prescribed time limit. KEY MANAGERIAL PERSONEEL Mr. Chandrakant shah, Chief Financial Officer and Miss Aparna Ramesh Akadkar Company secretary and Compliance Officer of the Company were appointed as key Managerial Personnel during the Financial year 2014-15 in accordance with the Section 203 of the Companies Act,2013. NUMBER OF MEETINGS OF THE BOARD Regular meeting of the Board are held to discuss and decide on various business policies strategies and other businesses “The schedule of the Board/Committee meeting to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies certain business decisions are taken by the Board through circulation from time to time, During the Financial Year 2014-15 the Company held 4 board meetings of the Board of directors as per Section 173 of Companies Act, 2013. COMMITTEE OF DIRECTORS. The Company has following committees of the Board: Audit Committee Nomination and Remuneration Committee Shareholder grievance committee/ Investors Grievances Committee. The details with respect to the compositions powers roles terms of reference etc. of relevant committees are given in details in the “ Report on Corporate Governance” of the Company which forms part of this Annual Report. SUBSIDIARY COMPANIES The company does not have any subsidiary. FIXED DEPOSITS The Company has not invited and accepted any Fixed Deposits from the public within the meaning of with Section 73 and 74 of the companies Act, 2013 read with Rule 8 (5) (v) &(vi) of the companies (Accounts ) Rules, 2014 hence disclosure required under above rule not applicable to the company. FINANCIAL CONDITION AND RESULT OF OPERATION Management Discussion and Analysis of financial condition and result of operation of the Company for the year under review, as stipulated under clause 49 of listing agreement with the Stock Exchanges are given as a separate statement in the Annual Report. PARTICULARS OF EMPLOYEES Particulars of employees as required us 134 of the Companies Act. 2013 are not annexed since there are no employees drawing remuneration of more than Rs. 60,00,000/- per annum during the year under review, if employed for full) year or more than Rs. 5,00,000/-per month, if employed for part of the year. DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(e) of the Companies Act, 2013- 1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. 2) That 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 viz. 31st March, 2015 and of the profit or loss of the Company for the year ended on that date. 3) That the Directors had taken proper arid sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4) That the Directors had prepared the annual accounts on a going concern basis. 5) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. 6) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate arid operating effectively. DECLARATION BY INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY The Company has received necessary declaration from each Independent Director under Section 149(7} of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section hi 9(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. LISTING OF EQUITY SHARES The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Madhya Pradesh Stock Exchange. Indore. The Listing fee for the financial year 2015 2016 has already been paid. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in die notes to the Financial Statements. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Rule (S)(3) of the Companies (Accounts) Rules, 2014, is annexed hereto; and forms part of this report. CORPORATE GOVERNANCE As required by die Clause 49 of the Listing Agreement entered in to by your Company with the BSE Limited and Madhya Pradesh Stock Exchange and The National Stock Exchange of India Limited, a detailed Report on Corporate Governance together with a report on Management Discussion Analysis is included in the Annual Report. The Auditors have Certified the Company's Compliance with die Listing Agreement and die same is annexed to die report on Corporate Governance. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MOT 9 is annexed as "Annexure-I" to die Directors' Report. BUSINESS RISK MANAGEMENT The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted risk management policy. INTERNAL FINANCIAL CONTROL The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted policy on internal financial control system for proper observation of adequate internal financial controls, POLICIES Vigil Mechanism / Whistle Blower Policy The Company has a vigil mechanism named Whistle Blower Policy (WBF) in accordance with Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement to deal with instances of fraud and mismanagement, if any. The vigil mechanism/Whistle Blower Policy is uploaded on the Company's website. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Extract of Remuneration Policy is given in MGT-9 to the Corporate Governance Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY All related party transactions that were entered during the financial year were in the ordinary course of the business of die Bank and were on arms length basis. There were no materially significant related party transactions entered by the Company with promoters. Directors. Key Managerial Personnel or other persons which may have potential conflict, with the interest of the Company, Considering the nature of the industry in which the Company operates, transactions with related parties of the Company are in the ordinary course of business which arc on arm's length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company, SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2033 has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. A policy for prevention of Sexual Harassment of Women at workplace find setting up of the Committee for implementation of said policy is under review and consideration. MANAGEMENT DISCUSSION AND ANALYSTS Management Discussion and Analysis Report is attached separately to this report CORPORATE SOCIAL RESPONSIBILITY The company does nor meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee. SECRETARIAL AUDITOR Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s QMS & CO., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure -II" to the Directors' Report. 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, the Chairperson's as well as the evaluation of the working of its Audit Committee. Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained hi the Corporate Governance Report. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND There was unpaid/unclaimed Dividend of Rs. 115,612 declared and paid in Financial Year 2014-15. The company has unpaid/unclaimed dividend of Rs. 110,292/- for past years which are not due for Transfer to Investor Education and Protection fund pursuant to the provisions of Section 125 of the Companies Act, 2013. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCUPRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT 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, EMPLOYEE'S STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees- ACKNOWLEDGEMENTS Your Directors wish to pace on record their appreciation and sincere thanks to die state government, government agencies, thanks, financial institutions, joint venture partners, customers, shareholders, Fixed deposit holders, vendors and other related organizations who through their continued support and co-operation, have helped, as partners, hi your Company \s progress. Your Directors also acknowledge the hard work, dedication and comrnitment of the employees. By Order of the Board of Directors Mahendra A. Turakhia Chairman & Managing Director (Din : 00006222) Place: lndore Date: 30th May, 2015 |